Infringement Actions. 10.1 If any claim is made or threatened against the Licensee by any third party that the exercise by the Licensee of any rights granted under this Agreement by the Licensor infringes any Intellectual Property Rights of any other person, the Licensee shall fully notify the Licensor as soon as it becomes aware of the claim or threatened claim. 10.2 THe Licensor shall be given full control of any proceedings or negotiations in connection with the claim and shall be exclusively entitled to appoint and instruct legal advisors and counsel in connection with any such proceedings or negotiations and to determine the forum for any such proceedings. 10.3 The Licensee shall, at its own costs, give the Licensor all reasonable assistance for the purpose of any such proceedings or negotiations. 10.4 The Licensee shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Licensor. 10.5 The Licensor shall be entitled to require the Licensee to take such steps as the Licensor may reasonable require to mitigate or reduce any loss or damage. 10.6 The Licensee shall permit any action to be brought in its name if required by law. 10.7 The Licensor shall have no liability to the Licensee in respect of any claim for infringement of any Intellectual Property Rights which is based on the use of or any other dealing in any of the Intellectual Property Rights otherwise than in accordance with this Agreement.
Appears in 3 contracts
Sources: Technology License Agreement (Exmovere Holdings, Inc.), Technology License Agreement (Exmovere Holdings, Inc.), Technology License Agreement (Exmovere Holdings, Inc.)
Infringement Actions. 10.1 10.1. If any claim is made or threatened against the Licensee by any third party that the exercise by the Licensee of any rights granted under this Agreement by the Licensor infringes any Intellectual Property Rights intellectual property rights of any other person, the Licensee shall fully notify the Licensor as soon as it becomes aware of the claim or threatened claim.
10.2 THe 10.2. The Licensor shall be given full control of any proceedings or negotiations in connection with the claim and shall be exclusively entitled to appoint and instruct legal advisors and counsel in connection with any such proceedings or negotiations and to determine the forum for any such proceedings.
10.3 10.3. The Licensee shall, at its own costs, give the Licensor all reasonable assistance for the purpose of any such proceedings or negotiations.
10.4 10.4. The Licensee shall not pay or accept any such claim, or compromise any such proceedings without the written consent of the Licensor.
10.5 10.5. The Licensor shall be entitled to require the Licensee to take such steps as the Licensor may reasonable require to mitigate or reduce any loss or damage.
10.6 10.6. The Licensee shall permit any action to be brought in its name if required by law.
10.7 10.7. The Licensor shall have no liability to the Licensee in respect of any claim for infringement of any Intellectual Property Rights intellectual property rights which is based on the use of or any other dealing in any of the Intellectual Property Rights otherwise than in accordance with this Agreement.
Appears in 1 contract
Sources: Technology License Agreement (Sustainable Power Corp.)