Common use of INTELLECTUAL PROPERTY RIGHTS AND INFRINGEMENT Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INFRINGEMENT. 6.01 MICROPORT acknowledges that the Trade Ma▇▇(▇), the Technical Information, and all Intellectual Property Rights licensed to MICROPORT under Clause 2.2, are the absolute and exclusive property of LOMBARD and/or its licensors (as applicable) and it shall not be deemed to include a transfer of Intellectual Property Rights. MICROPORT is authorized to use the Intellectual Property Rights only in connection with the manufacture of Products pursuant to this Agreement. 6.02 MICROPORT shall immediately give written notice to LOMBARD of any infringement or threatened infringement of, or any challenge to, any of the Trade Marks or any inadvertent disclosure or unauthorized use of the Technical Information or any Intellectual Property Right of LOMBARD and/or its licensors which shall come to its notice. LOMBARD shall take such action as it considers appropriate to institute or defend any action in respect of such infringement or other matters. If LOMBARD, in its sole discretion, takes action in respect of the same, MICROPORT acknowledges that LOMBARD shall be solely responsible for the conduct of such action, including its prosecution, defense or settlement, and MICROPORT shall make no admission as to liability and shall not agree to any settlement or compromise of any action, and shall at LOMBARD’s expense give LOMBARD all such assistance as LOMBARD may reasonably require in connection with the same. 6.03 Should LOMBARD decide not to institute or defend any such legal action of which it is advised by MICROPORT pursuant to Clause 6.02, it shall so notify MICROPORT in which event MICROPORT shall be entitled, at MICROPORT’s cost, to institute or defend such action as it thinks fit. LOMBARD shall give MICROPORT all such assistance as MICROPORT may reasonably require in connection with such action and MICROPORT shall keep LOMBARD informed of any progress in respect of the same and shall not make any admission as to liability or agree to any settlement or compromise of any action without LOMBARD’s prior written consent not to be unreasonably withheld or delayed. LOMBARD hereby consents to the use of its name by MICROPORT in any legal action instituted or defended by MICROPORT in accordance with this Clause 6.03 in so far as it is necessary for the prosecution or defense of such action. 6.04 Subject to the remainder of this Clause 6 and to Clause 11, LOMBARD shall indemnify MICROPORT from and against all losses, damages, costs, liabilities and expenses (including legal expenses) suffered or incurred arising out of or in connection with any third party demand, claim or action alleging that the exercise by MICROPORT of any of the licenses granted to it under this Agreement infringes any Intellectual Property Right belonging to a third party, and LOMBARD agrees to be responsible for all costs (including legal expenses) and damages paid by way of settlement or compromise or finally awarded by a court of competent jurisdiction against MICROPORT in such action. 6.05 Without limitation to Clause 6.04, in the event that the exercise by MICROPORT of any of the licenses granted under this Agreement in the manner or for the purposes contemplated under this Agreement infringes or in MICROPORT’s reasonable opinion is likely to be held to infringe any Intellectual Property Right belonging to a third party, LOBARD shall, at its option and expense: (a) procure for MICROPORT the right to continue to exercise the licenses in question, free of any liability for such infringement; or (b) modify the Technical Information in question relating to the manufacture of the Products licensed by MICROPORT so that they become non-infringing, 6.06 LOMBARD shall have no obligation or liability under Clause 6.06 to the extent that any (alleged) infringement arises from: (a) any information or materials provided by MICROPORT to LOMBARD; or (b) any breach of the terms of this Agreement, or any negligent, willful or fraudulent act or omission, of or by MICROPORT, its employees, agents or contractors. 6.07 The Parties agree that all Intellectual Property Rights developed solely by MICROPORT including design improvement to Products, manufacturing methods and process, arising out of MICROPORT’s performance of this Agreement (“Manufacturer’s IPR”), shall vest in and be owned by MICROPORT.

INTELLECTUAL PROPERTY RIGHTS AND INFRINGEMENT. 6.01 MICROPORT 14.1 Licensee acknowledges Licensor’s ownership of and/or right to license the Technology, and acknowledges that its use of the Trade Ma▇▇(▇), the Technical Information, and all Intellectual Property Rights licensed same pursuant to MICROPORT under Clause 2.2, are the absolute and exclusive property of LOMBARD and/or its licensors (as applicable) and it this Agreement shall not be deemed give Licensee any right, title or interest in or to include a transfer of Intellectual Property Rights. MICROPORT is authorized the same, save the right to use the Intellectual Property Rights only in connection with the manufacture of Products pursuant to same as expressly permitted by this Agreement. 6.02 MICROPORT 14.2 Licensee shall immediately forthwith give written notice to LOMBARD Licensor of any of the following which shall come to its notice: (a) any infringement or threatened infringement of, or any challenge to, any of the Trade Marks or Patents; (b) any inadvertent disclosure or unauthorized unauthorised use of the Technical Information Know how or other Technology; (c) any application for a trade mark or patent made by or any Intellectual Property Right patent or trade ▇▇▇▇ granted to a third party by reason of LOMBARD and/or its licensors which shall come the third party may be granted, or may have been granted, rights which conflict with any of the rights granted to its notice. LOMBARD Licensee under any Patent or Trade Mark; (d) any application made for a compulsory licence under any Patent; or (e) any allegation made by a third party that the exercise by Licensee of any of the rights granted to it under this Agreement, in the manner and for the purposes contemplated by this Agreement, infringes any rights belonging to that third party. 14.3 Licensor shall take such action as it considers appropriate thinks fit but shall not be obliged to institute or defend any action in respect of such infringement or other mattersmatters as aforesaid, provided that such obligation shall not apply where, in Licensor’s reasonable opinion, formed in good faith and having regard to the interests of Licensee and all other relevant circumstances, the infringement or other matter(s) as aforesaid do(es) not materially adversely affect Licensee’s exercise of the rights and licences granted to it hereunder. If LOMBARDLicensor, in its sole discretion, takes action in respect of the same, MICROPORT Licensee acknowledges that LOMBARD Licensor shall be solely responsible for the conduct of such action, including its prosecution, defense defence or settlement, and MICROPORT Licensee shall make no admission as to liability and shall not agree to any settlement or compromise of any action, and shall at LOMBARDLicensor’s expense (subject to Licensor’s prior written approval of the same) give LOMBARD Licensor all such assistance as LOMBARD Licensor may reasonably require in connection with the sametherewith. 6.03 14.4 Should LOMBARD Licensor decide not to institute or defend any such legal action of which it is advised by MICROPORT Licensee pursuant to Clause 6.0214.2, it shall so notify MICROPORT Licensee in which event MICROPORT Licensee shall be entitled, at MICROPORT’s its sole cost, to institute or defend such action as it thinks fit. LOMBARD Licensor shall at Licensee’s expense give MICROPORT Licensee all such assistance as MICROPORT Licensee may reasonably require in connection with such action and MICROPORT Licensee shall keep LOMBARD Licensor informed of any progress in respect of the same and shall not make any admission as to liability or agree to any settlement or compromise of any action without LOMBARDLicensor’s prior written consent not to be unreasonably withheld or delayed. LOMBARD hereby consents to the use of its name by MICROPORT in any legal action instituted or defended by MICROPORT in accordance with this Clause 6.03 in so far as it is necessary for the prosecution or defense of such action. 6.04 Subject to the remainder of this Clause 6 and to Clause 11, LOMBARD shall indemnify MICROPORT from and against all losses, damages, costs, liabilities and expenses (including legal expenses) suffered or incurred arising out of or in connection with any third party demand, claim or action alleging that the exercise by MICROPORT of any of the licenses granted to it under this Agreement infringes any Intellectual Property Right belonging to a third party, and LOMBARD agrees to be responsible for all costs (including legal expenses) and damages paid by way of settlement or compromise or finally awarded by a court of competent jurisdiction against MICROPORT in such action. 6.05 14.5 Without limitation to this Clause 6.0414, in the event that the exercise by MICROPORT Licensee of any of the licenses licences granted under this Agreement hereunder in the manner or for the purposes contemplated under this Agreement hereunder infringes or in MICROPORTLicensee’s reasonable opinion is likely to be held to infringe any Intellectual Property Right intellectual property right belonging to a third party, LOBARD shallLicensor may, at its option and expense: (a) procure for MICROPORT Licensee the right to continue to exercise [the licenses licences in question], free of any liability for such infringement; or (b) modify the Technical Information licensed rights in question relating to the manufacture of the Products licensed by MICROPORT so that they become non-infringing,, PROVIDED THAT in the event that neither of the foregoing alternatives is possible Licensor may terminate this Agreement in respect of the infringing rights forthwith by written notice. 6.06 LOMBARD 14.6 Licensor shall have no obligation or liability under this Clause 6.06 14 to the extent that any (alleged) infringement arises from: (a) any Improvement, or any modifications made to the Technology in question, otherwise than by Licensor; or (b) the use of or dealing with the Technology in question other than as directed or approved by Licensor in writing or otherwise in any manner or for any purpose not contemplated under this Agreement; or (c) any information or materials provided by MICROPORT Licensee to LOMBARDLicensor; or (bd) any breach of the terms of this Agreement, or any negligent, willful wilful or fraudulent act or omission, of or by MICROPORTLicensee, its employees, agents or contractors. 6.07 14.7 Licensor’s maximum aggregate liability under Clause 14 shall not exceed USD Five Thousand. 14.8 The Parties agree that all Intellectual Property Rights developed solely by MICROPORT including design improvement to Products, manufacturing methods and process, arising out of MICROPORT’s performance provisions of this Agreement Clause 14 state Licensor’s entire liability to Licensee in respect of any claim of infringement of any intellectual property right belonging to a third party. 14.9 In the event that any unlicensed activities are carried on by any third party which could constitute an infringement of any Patent(s) licensed to Licensee under this Agreement, Licensor shall, at the request of Licensee, enter into good faith negotiations with Licensee to determine whether fees should be repaid to take account of the infringement for the period of such infringement and, if so, by how much. In default of agreement, Licensee may refer the matter to an independent expert (“Manufacturer’s IPR”not an arbitrator) appointed by the parties (or failing agreement, appointed by the President of American Institute of Certified Public Accountants (AICPA)) or equivalent in respective country of issuance of Patent, whose decision shall vest in be final and binding on the parties. The fees, costs and other expenses of any expert shall be owned borne equally by MICROPORTthe parties.