Common use of Third Party Infringement Clause in Contracts

Third Party Infringement. Except as expressly set forth elsewhere in this Agreement, no party shall have any obligation hereunder to institute or maintain any action or suit against Third Parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Party. Each party (the “Notifying party”) has the continuing obligation to promptly notify the other party in writing upon learning of a Third Party likely infringing, misappropriating, or other violating or impairing any Intellectual Property Rights of the other party which are licensed to the Notifying party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party to whom the Intellectual Property Right is licensed shall not take any steps to contact any such Third Party without the other party’s prior written permission, and such other party shall have the sole discretion to determine whether and in what manner to respond to any such unauthorized Third-Party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the party granting the license hereunder decides to initiate any claim against any Third Party, the party to whom the Intellectual Property Right is licensed shall cooperate fully with the licensor.

Third Party Infringement. Except as expressly set forth elsewhere in this Agreement, no party No Party or any member of its Group shall have any obligation hereunder to institute or maintain any action or suit against Third Parties third parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party Party hereunder, or to defend any action or suit brought by a Third Party third party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party Party or any member of its Group hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Partythird party. Each party Except as set forth in Section 6.03(b) of the TLA, each Party (the “Notifying partyParty”) has the continuing obligation to promptly may, but shall not be required to, notify the other party Party (the “Licensor”) in writing upon learning of that a Third Party likely third party may be infringing, misappropriating, misappropriating or other otherwise violating or impairing any Intellectual Property Rights of the other party which Licensor that are licensed to the Notifying party Party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party third party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party to whom the Intellectual Property Right is licensed The Notifying Party shall not take any steps to contact any such Third Party third party without the other partyLicensor’s prior written permission, and such other party the Licensor shall have the sole discretion to determine whether and in what manner to respond to address any such actual or suspected unauthorized Third-Party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the party granting the license hereunder Licensor decides to initiate any claim against any Third Partythird party, the party to whom the Intellectual Property Right is licensed Notifying Party shall reasonably cooperate fully with the licensorLicensor, subject to Section 5.04. Any actual and reasonable out-of-pocket expenses associated with such cooperation shall be borne by the Licensor, expressly excluding the value of the time of the Notifying Party’s personnel (regarding which the Parties shall agree on a case by case basis with respect to reasonable compensation).

Third Party Infringement. Except as expressly set forth elsewhere in this Agreement, no party No Party shall have any obligation hereunder to institute or maintain any action or suit against Third Parties third parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party Party hereunder, or to defend any action or suit brought by a Third Party third party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party Party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Partythird party. Each party Except as set forth in Section 2 of TLA1 and TLA2, each Party (the “Notifying partyParty”) has the continuing obligation to promptly may, but shall not be required to, notify the other party Party (the “Licensor”) in writing upon learning of that a Third Party likely third party may be infringing, misappropriating, misappropriating or other otherwise violating or impairing any Intellectual Property Rights of the other party which Licensor that are licensed to the Notifying party Party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party third party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party to whom the Intellectual Property Right is licensed The Notifying Party shall not take any steps to contact any such Third Party third party without the other partyLicensor’s prior written permission, and such other party the Licensor shall have the sole discretion to determine whether and in what manner to respond to address any such actual or suspected unauthorized Thirdthird-Party party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the party granting the license hereunder Licensor decides to initiate any claim against any Third Partythird party, the party to whom the Intellectual Property Right is licensed Notifying Party shall reasonably cooperate fully with the licensorLicensor, subject to Section 5.05. Any actual and reasonable out-of-pocket expenses associated with such cooperation shall be borne by the Licensor, expressly excluding the value of the time of the Notifying Party’s personnel (regarding which the Parties shall agree on a case by case basis with respect to reasonable compensation).

Third Party Infringement. Except as expressly set forth elsewhere in this Agreement, no party No Party shall have any obligation hereunder to institute or maintain any action or suit against Third Parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party Party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party Party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Party. Each party Party (the “Notifying partyParty”) has the continuing obligation to promptly notify the other party Party in writing upon learning of a Third Party likely infringing, misappropriating, or other violating or impairing any Intellectual Property Rights of the other party Party which are licensed to the Notifying party Party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party The Party to whom the Intellectual Property Right is licensed shall not take any steps to contact any such Third Party without the other partyParty’s prior written permission, and such other party Party shall have the sole discretion to determine whether and in what manner to respond to any such unauthorized Third-Party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the party Party granting the license hereunder decides to initiate any claim against any Third Party, the party Party to whom the Intellectual Property Right is licensed shall cooperate fully with the licensorLicensor, subject to Section 5.4.

Third Party Infringement. Except as expressly set forth elsewhere Each of the Parties shall notify the other of any activity or product which it reasonably believes constitutes an infringement of the Licensed Patents or any other patents owned or controlled by a Party and covering the Product in this Agreement, no party the Territory or of any claim of invalidity in respect of any such patent. Forest shall have any obligation hereunder the right, in the first instance, to institute or maintain any action or suit enforce Licensed Patents and such other patents against Third Parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party hereunder, such infringing technology or to defend any action or suit brought by a Third Party which challenges or concerns such claim of invalidity within the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Party. Each party (the “Notifying party”) has the continuing obligation to promptly notify the other party in writing upon learning of a Third Party likely infringing, misappropriating, or other violating or impairing any Intellectual Property Rights of the other party which are licensed to the Notifying party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party to whom the Intellectual Property Right is licensed shall not take any steps to contact any such Third Party without the other party’s prior written permission, and such other party shall have the sole discretion to determine whether and in what manner to respond to any such unauthorized Third-Party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefromTerritory. In the event that Forest declines to prosecute such infringing technology or to defend such claim within [***] (or such shorter period as may be required to comply with legal or regulatory deadlines which relate to such infringement) of becoming aware thereof, Mylan shall have the party granting right to so enforce or defend. The Parties agree that, irrespective of which Party prosecutes the license hereunder decides action, the costs of such prosecution or defense of validity, and the proceeds of any awards, judgments or settlements obtained in connection with an infringement in the Territory shall be [***]. Further, irrespective of which Party prosecutes the action, the other Party shall have the right to initiate participate in all litigation strategies, and the prosecuting Party shall require its counsel to consider in good faith all comments the other Party has regarding such strategies and comments furnished will not be unreasonably rejected. Each Party agrees to furnish the other with such cooperation, including consenting to act as a Party to litigation if required, and exchange of information as the other Party may reasonably request in connection with the prosecution of any such action and the Party prosecuting an infringement or defending a claim against of invalidity shall consult periodically with the other Party in connection with any Third such action. Neither Party shall take any action which would admit the invalidity of a Licensed Patent, or any such other patent without the consent of the other Party, the party to whom the Intellectual Property Right is licensed which consent shall cooperate fully with the licensornot be unreasonably withheld.