Common use of INFRINGEMENT BY FERROELECTRIC TECHNOLOGY Clause in Contracts

INFRINGEMENT BY FERROELECTRIC TECHNOLOGY. In the event that the Ferroelectric Technology is, or in the reasonable judgment of Ramtron, is likely to become the subject of any legal action based in whole or in part on a claim that the Ferroelectric Technology infringes the proprietary rights of any person, Ramtron may reasonably demand that Licensees, or any sublicensee, cease to use the Technology License and that Licensees, or any sublicensee, cease to sell, lease and distribute Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric Technology until and unless there is a final judgement or other final resolution establishing Ramtron's right to continue licensing the Ferroelectric Technology. In the event that Licensees, or any sublicensee, fails to cease to use the Technology License or fails to cease selling, leasing and distributing Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric Technology promptly upon such demand by Ramtron, Licensees, or any sublicensee, shall indemnify and hold Ramtron harmless against any and all costs and expenses (including reasonable attorneys fees) paid or payable by Ramtron as a result of Licensees', or any sublicensee's, failure to promptly cease such activities. Notwithstanding anything else contained herein to the contrary, the failure by Licensees, or any sublicensee, to cease use of the Technology License and the selling, leasing and distributing of Ferroelectric RF/ID Products shall not constitute a breach of or default under this Agreement. However, in the event of any such failure by Licensees, or any sublicensee, Ramtron shall be entitled to require Licensees, or any sublicensee, to provide, and Licensees, and/or any sublicensee, shall provide to Ramtron, reasonable security for Licensees', or any sublicensee's, indemnification obligation to Ramtron as a result of Licensees', or any sublicensee's, continued use of the Technology License and/or manufacture, lease or sale of the Ferroelectric RF/ID Products. Ramtron shall have control of the defense of such claim, action, lawsuit or proceeding, and shall pay the costs thereof (except any cost of the Licensees' associated attorneys, if any); and Licensees, and/or any sublicensee, shall assist Ramtron, at Ramtron's cost and expense in the defense of any such claim, action, lawsuit, or proceeding. Licensees, or any sublicensee, shall have the right to be represented by an attorney at its own expense in any such controversy.

INFRINGEMENT BY FERROELECTRIC TECHNOLOGY. In the event that the Ferroelectric RF/ID Technology is, or in the reasonable judgment of RamtronRS, is likely to become the subject of any legal action based in whole or in part on a claim that the Ferroelectric RF/ID Technology infringes the proprietary rights of any person, Ramtron RS may reasonably demand that LicenseesLicensee, or any sublicenseePermitted Sublicensee, cease to use the Technology License and that LicenseesLicensee, or any sublicenseePermitted Sublicensee, cease to sell, lease and distribute Authorized Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric RF/ID Technology until and unless there is a final judgement judgment or other final resolution establishing RamtronRS's right to continue licensing the Ferroelectric RF/ID Technology. In the event that LicenseesLicensee, or any sublicenseePermitted Sublicensee, fails to cease to use the Technology License or fails to cease selling, leasing and distributing Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric RF/ID Technology promptly upon such demand by RamtronRS, LicenseesLicensee, or any sublicenseePermitted Sublicensee, shall indemnify and hold Ramtron RS harmless against any and all costs and expenses (including reasonable attorneys fees) paid or payable by Ramtron RS as a result of Licensees'Licensee's, or any sublicenseePermitted Sublicensee's, failure to promptly cease such activities. Notwithstanding anything else contained herein to the contrary, the failure by LicenseesLicensee, or any sublicenseePermitted Sublicensee, to cease use of the Technology License and the selling, leasing and distributing of Ferroelectric RF/ID Products shall not constitute a breach of or default under this Agreement. However, in the event of any such failure by LicenseesLicensee, or any sublicenseePermitted Sublicensee, Ramtron RS shall be entitled to require LicenseesLicensee, or any sublicenseePermitted Sublicensee, to provide, and LicenseesLicensee, and/or any sublicenseePermitted Sublicensee, shall provide to RamtronRS, reasonable security for Licensees'Licensee's, or any sublicenseePermitted Sublicensee's, indemnification obligation to Ramtron RS as a result of Licensees'Licensee's, or any sublicensee's, Permitted Sublicensee's continued use of the Technology License and/or manufacture, lease or sale of the Ferroelectric RF/ID Products. Ramtron RS shall have control of the defense of such claim, action, lawsuit or proceeding, and shall pay the costs thereof (except any cost of the Licensees' Licensee's associated attorneys, if any); and LicenseesLicensee, and/or any sublicenseePermitted Sublicensee, shall assist RamtronRS, at RamtronRS's cost and expense in the defense of any such claim, action, lawsuit, or proceeding. LicenseesLicensee, or any sublicenseePermitted Sublicensee, shall have the right to be represented by an attorney at its own expense in any such controversy.

INFRINGEMENT BY FERROELECTRIC TECHNOLOGY. In the event that the Ferroelectric Technology is, or in the reasonable judgment judgement of Ramtron, is likely to become the subject of any legal action based in whole or in part on a claim that the Ferroelectric Technology infringes the proprietary rights of any person, Ramtron may reasonably demand that Licensees, or any sublicensee, Licensee cease to use the Technology License and that Licensees, or any sublicensee, Licensee cease to sell, lease and distribute Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric Technology until and unless there is a final judgement or other final resolution establishing Ramtron's right to continue licensing the Ferroelectric Technology. In the event that Licensees, or any sublicensee, Licensee fails to cease to use the Technology License or fails to cease selling, leasing and distributing Ferroelectric RF/ID Products utilizing the allegedly infringing Ferroelectric Technology promptly upon such demand by Ramtron, Licensees, or any sublicensee, Licensee shall indemnify and hold Ramtron harmless against any and all costs and expenses (( including reasonable attorneys attorneys' fees) paid or payable by Ramtron as a result of Licensees', or any sublicensee's, Licensee's failure to promptly cease such activities. Notwithstanding anything else contained herein to the contrary, the failure by Licensees, or any sublicensee, Licensee to cease use of the Technology License and the selling, leasing and distributing of Ferroelectric RF/ID Products shall not constitute a breach of or default under this Agreement. However, in the event of any such failure by Licensees, or any sublicenseeLicensee, Ramtron shall be entitled to require Licensees, or any sublicensee, Licensee to provide, and Licensees, and/or any sublicensee, Licensee shall provide to Ramtron, reasonable security for Licensees', or any sublicensee's, Licensee's indemnification obligation to Ramtron as a result of Licensees', or any sublicensee's, Licensee's continued use of the Technology License and/or manufacture, lease or sale of the Ferroelectric RF/ID Products. Ramtron shall have control of the defense of such claim, action, lawsuit lawsuit, or proceeding, and shall pay the costs thereof (except any cost of the Licensees' Licensee's associated attorneys, if any); and Licensees, and/or any sublicensee, Licensee shall assist Ramtron, at Ramtron's cost and expense expense, in the defense of any such claim, action, lawsuit, or proceeding. Licensees, or any sublicensee, Licensee shall have the right to be represented by an attorney at its own expense in any such controversy.