Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheld.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party 5.1 Each party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action of any unauthorized use of which it becomes aware or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible suspected infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales misappropriation of any of the Licensed Product Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the applicable country, then Licensee may institute a lawsuit or Territory provide the other such actions at its expense to prevent continuation with any and all available evidence of such potential suspected or actual infringement or dilutionmisappropriation. Travelzoo shall have the first right to determine how to handle or otherwise deal with any such unauthorized use or suspected infringement or misappropriation, and then or in defending against any declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works, including the right to settle or otherwise compromise any dispute or lawsuit; provided, that (i) during Travelzoo may not settle any such dispute or lawsuit without the pendency prior written approval of Licensee if such actionsettlement would affect the rights of Licensee hereunder, and (ii) if Travelzoo does not initiate reasonable action to cease suspected infringement or misappropriation of any of the Licensed Marks, Licensed Software, Licensed Trade Secrets, or Licensed Works within the Territory, then Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of take such action. Travelzoo, at no cost to Travelzoo, shall provide all reasonable assistance and (ii) cooperation in any such legal action permitted hereunder that Licensee will retain may initiate in all award, damages or compensation obtained by respects including allowing Licensee in to join Travelzoo as a party to any such suit, except that Cellegy shall receive a portion equivalent having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the like reasonably available to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this ArticleTravelzoo, subject to reimbursement of its reasonable out-of-pocket expenses safeguards for confidentiality. Licensee, at no cost to Licensee, shall provide all reasonable assistance and reasonable attorneys fees cooperation in connection therewith. any legal action Travelzoo may initiate or defend in all respects including allowing Travelzoo to join Licensee shall not enter into any settlement or compromise of as a party to any such claim without suit, having its employees testify when requested, and making relevant records, papers, information, samples, specimens and the prior written consent of Cellegylike reasonably available to Travelzoo, which subject to reasonable safeguards for confidentiality. Travelzoo shall have no duty to initiate or defend any litigation if in its sole judgment such litigation is not be unreasonably delayed warranted or withheldis not in its best interests.

Infringement of Intellectual Property Rights. In The Supplier shall fully indemnify and hold the event Cellegy Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or Licensee have incurred by reason to believe that a Third Party may be infringing of any infringement or dilutingalleged infringement of any letters patent, as the case may bedesigns registered or unregistered, copyright, trade mark, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or misappropriating possession of the Licensed Product, such Party shall promptly notify Services or any part thereof provided by the other Party. Cellegy may, in its discretion, elect to enforce Supplier or licensed by the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating Supplier to the Licensed Product within sixty (60) days after notice Customer under the Agreement subject to: the Customer promptly notifying the Supplier of the possible any alleged infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Articleand, subject to reimbursement of its reasonable outsub-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or compromise litigation; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such claim action for infringement then, in addition to the indemnity under sub-condition 14.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the prior written consent Customer’s requirements as specified by the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of Cellegythe use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. The Supplier shall not be unreasonably delayed liable under sub-condition 14.1 and 14.2 above for any such infringement or withheldalleged infringement which arises as a result of the inclusion in the Services of any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party Each party shall promptly notify the other Partyparty of evidence of infringement in the Territory of a claim of any intellectual property rights licensed hereunder. Cellegy mayIf either party shall have supplied the other party with written evidence demonstrating prima facie such infringement of a licensed right by a third party in the Territory, in LICENSEE shall have the first right, but not the obligation, to take action against such infringer on its discretionown initiative. LICENSEE shall notify LICENSOR, elect within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to enforce prosecute the Intellectual Property Rights through legal action or otherwisealleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement LICENSEE shall (at its expense), within three (3) months of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in connection therewithLICENSOR’s name if so required by law. In the event Cellegy elects LICENSEE notifies LICENSOR that LICENSEE does not intend to enforce prosecute said infringement, LICENSOR may,(but is under no obligation to take any action) upon notice to LICENSEE, initiate legal proceedings against the Patent Rights relating to the Licensed Product within sixty (60) days after notice infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the possible infringement suit which invalidates or dilution, and Licensee can demonstrate that restricts the potential infringement claims or dilution is reasonably likely to result in material lost sales scope of any intellectual property right may be entered into without the consent of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegyparty, which consent shall not be unreasonably delayed withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or withheldsettlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.

Infringement of Intellectual Property Rights. In the event Cellegy that FRI obtains knowledge of any infringement or Licensee have reason to believe that alleged infringement by a Third Party may be infringing of any LuDOTATATE Patents, LuDOTATATE Know-How, and/or Lutathera Trademarks, FRI shall inform AAA promptly of such infringement or dilutingalleged infringement and provide AAA with any available evidence of such infringement or alleged infringement claim. AAA shall have the right but not the obligation to prosecute at its own cost and expense any claim of infringement of any Patent Right, as Know-How or Trade Mxxx. If AAA decides to prosecute any such claim, AAA shall have full control of the case may bedefense of such claim, Intellectual Property Rights or misappropriating but shall consult with FRI in all matters in relation with such defense. At the Licensed Productreasonable request of AAA, such Party shall promptly notify the other Party. Cellegy mayFRI, in at its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable own expense except out-of-pocket expenses together with any expenses, shall provide reasonable attorneys fees incurred assistance, in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating all suits or proceedings and sign all necessary documents if appropriate to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result situation. Any recovery in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received any action brought in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect Section shall be applied first to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses costs incurred by AAA, and reasonable attorneys fees then to the costs of FRI in connection therewithproviding assistance as contemplated by this Section, with the remainder to be retained by AAA. Licensee shall If AAA decides not enter into any settlement or compromise of to prosecute any such claim without claim, and thus causes negative effect to FRI’s business directly, the prior written consent of Cellegy, which Parties shall negotiate in good faith for a way to gain such economic recovery by FRI. Such obligation for the Parties to negotiate shall not be unreasonably delayed construed as an obligation to compensate FRI unless AAA has failed, as soon as AAA get knowledge of the infringement or withheldalleged infringement from FRI, to take all appropriate measures in order to avoid or minimize the adverse effects on FRI’s business or has not performed with Commercial Reasonable Efforts to minimize the adverse effects on FRI business as the case is fully controllable by AAA without taking any measure which could be considered as violating any, alleged or not, third party’s rights. For the purpose of this Article 17, “out-of-pocket expenses” or “out-of-pocket cost” shall mean any cost, with the exception of legal costs such as attorneys’ fees, legal procedures costs, experts fees and expenses, directly paid by a Party to a Third Party in connection with tasks required for its role, responsibility or obligation herein. Legal costs, if to be supported by AAA, shall be submitted to its prior written approval by FRI.

Infringement of Intellectual Property Rights. In the event Cellegy or Licensee have reason to believe that a Third Party may be infringing or diluting, as the case may be, Intellectual Property Rights or misappropriating the Licensed Product, such Party shall promptly notify the other Party. Cellegy may, in its discretion, elect to enforce the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating to the Licensed Product within sixty (60) days after notice of the possible infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties amounts it would have received in accordance with the terms of this Agreement as if such amount were Net Sales by Licensee of Licenseeunits of Licensed Product ordered by Licensee from Cellegy. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Article, subject to reimbursement of its reasonable out-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any settlement or compromise of any such claim without the prior written consent of Cellegy, which shall not be unreasonably delayed or withheld.

Infringement of Intellectual Property Rights. In The Supplier shall fully indemnify and hold the event Cellegy Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or Licensee have incurred by reason to believe that a Third Party may be infringing of any infringement or dilutingalleged infringement of any letters patent, as the case may bedesigns registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or misappropriating possession of the Licensed Product, such Party shall promptly notify Equipment or any part thereof provided by the other Party. Cellegy may, in its discretion, elect to enforce Supplier or licensed by the Intellectual Property Rights through legal action or otherwise, and Licensee agrees to reasonably cooperate with Cellegy in such enforcement subject to reimbursement of its reasonable out-of-pocket expenses together with any reasonable attorneys fees incurred in connection therewith. In the event Cellegy elects not to enforce the Patent Rights relating Supplier to the Licensed Product within sixty (60) days after notice Customer under the Agreement subject to: the Customer promptly notifying the Supplier of the possible any alleged infringement or dilution, and Licensee can demonstrate that the potential infringement or dilution is reasonably likely to result in material lost sales of the Licensed Product within the applicable country, then Licensee may institute a lawsuit or other such actions at its expense to prevent continuation of such potential infringement or dilution, and then (i) during the pendency of such action, Licensee shall be entitled to defer the payment of 50% of the royalties due to Cellegy on Net Sales under Section 8.4 in the relevant country or countries, with such deferred amount being paid to Cellegy at the successful conclusion of such action, and (ii) Licensee will retain all award, damages or compensation obtained by Licensee in such suit, except that Cellegy shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement as if such amount were Net Sales of Licensee. Cellegy will provide reasonable cooperation with respect to any lawsuit which Licensee may bring pursuant to this Articleand, subject to reimbursement of its reasonable outsub-of-pocket expenses and reasonable attorneys fees in connection therewith. Licensee shall not enter into any clause 15.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or compromise litigation; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. If the Equipment or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such claim action for infringement then, in addition to the indemnity under sub-clause 15.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the prior written consent Customer’s requirements as specified by the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of Cellegythe use of the Equipment by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. The Supplier shall not be unreasonably delayed liable under sub-clause 15.1.1 and 15.1.2 above for any such infringement or withheldalleged infringement which arises as a result of the including in the Equipment or any items supplied by the Customer or any use of the Equipment for a purpose or in a manner different to that specified in, or reasonably to be inferred from, the Agreement.