Common use of Infringement Actions by Third Parties Clause in Contracts

Infringement Actions by Third Parties. In the event of any complaint alleging infringement or violation of any patent or other proprietary rights is made against the Licensee with respect to the use of the Technology or the manufacture, use or sale of the Products, the following procedure shall be adopted: (a) the Licensee shall promptly notify the University upon receipt of any such complaint and shall keep the University fully informed of the actions and positions taken by the complainant and taken or proposed to be taken by the Licensee, (b) subject to this section, all costs and expenses incurred by the Licensee in investigating, resisting, litigating and settling such a complaint, including the payment of any award of damages and/or costs to any third party, shall be borne by the Licensee, (c) no decision or action concerning or governing any final disposition of the complaint shall be taken without full consultation with and by the University, (d) the University may elect to participate formally in any litigation involving the complaint, to the extent that the court may permit but any additional expenses generated by such formal participation shall be borne entirely by the University (subject to the possibility of recovery of some or all of such additional expenses from the complainant), (e) if the complainant is willing to accept an offer of settlement and one of the parties to this Agreement is willing to make or accept such offer and the other is not, then the unwilling party shall conduct all further proceedings at its own expense, and shall be responsible for the full amount of any damages, costs, accounting of profits and settlement costs in excess of those provided in such offer, but shall be entitled to retain into itself the benefit of any litigated or settled result entailing a lower payment of costs, damages, accounting of profits and settlement costs than that provided in such offer. (f) the royalties and any milestone payments payable pursuant to this Agreement shall be paid by the Licensee to the University in trust from the date the complaint is made until such time as a resolution of the complaint has been

Infringement Actions by Third Parties. In the event of that any complaint alleging infringement or violation of any patent or other proprietary rights is made against the Licensee LICENSEE with respect to the use of the Technology Invention or Technology, or the manufacture, use or sale of the Products, the following procedure shall be adopted: (a) the Licensee LICENSEE shall promptly notify the University UNIVERSITY upon receipt of any such complaint and shall keep the University UNIVERSITY fully informed of the actions and positions taken by the complainant and taken or proposed to be taken by the Licensee,LICENSEE; (b) subject to this section, all costs and expenses incurred by the Licensee LICENSEE in investigating, resisting, litigating and settling such a complaint, including the payment of any award of damages and/or costs to any third party, shall be borne by LICENSEE. In the Licensee,event that LICENSEE successfully defends any such complaint, LICENSEE may offset all costs incurred by it against future royalty payments otherwise owed to UNIVERSITY until LICENSEE has fully recovered such costs; (c) no decision or action concerning or governing any final disposition of the complaint shall be taken without full consultation with and by the University,UNIVERSITY; (d) the University UNIVERSITY may elect to participate formally in any litigation involving the complaint, to the extent that the court may permit permit, but any additional expenses generated by such formal participation shall be borne entirely by the University UNIVERSITY (subject to the possibility of recovery of some or all of such additional expenses from the complainant),; and (e) if the complainant is willing to accept an offer of settlement and one of the parties to this Agreement is willing to make or accept such offer and the other is not, then the unwilling party shall conduct all further proceedings at its own expense, and shall be responsible for the full amount of any damages, costs, accounting of profits and settlement costs in excess of those provided in such offer, but shall be entitled to retain into unto itself the benefit of any litigated or settled result entailing a lower payment of costs, damages, accounting of profits and settlement costs than that provided in such offer. (f) the royalties and any milestone payments payable pursuant to this Agreement shall be paid by the Licensee to the University in trust from the date the complaint is made until such time as a resolution of the complaint has been

Infringement Actions by Third Parties. In the event of any that a complaint alleging infringement or violation of any patent or other proprietary rights is made against the Licensee with respect to the use of the Technology or the manufacture, use or sale of Patent Rights after the ProductsEffective Date, the following procedure shall be adopted: (a) the Licensee shall promptly notify the University upon receipt of any such complaint and shall keep the University fully informed of the actions and positions taken by the complainant and taken or proposed to be taken by the Licensee,; (b) subject to this section, all costs and expenses incurred by the Licensee in investigating, resisting, litigating and settling such a complaint, including the payment of any award of damages and/or costs to any third party, shall be borne by the Licensee,; (c) no decision settlement or action concerning or governing any final disposition compromise of the complaint shall be taken without full consultation with and approval by the University,, which approval shall not be unreasonably withheld or delayed; (d) the University may elect to participate formally in any litigation involving the complaint, to the extent that the court may permit permit, but any additional expenses generated by such formal participation shall be borne entirely by the University (subject to the possibility of recovery of some or all of such additional expenses from the complainant),; and (e) if the complainant is willing to accept an offer of settlement and one of the parties to this Agreement is willing to make or accept such offer and the other is not, then the unwilling party shall conduct all further proceedings at its own expense, and shall be responsible for the full amount of any damages, costs, accounting of profits and settlement costs in excess of those provided in such offer, but shall be entitled to retain into unto itself the benefit of any litigated or settled result entailing a lower payment of costs, damages, accounting of profits and settlement costs than that provided in such offer. (f) the royalties and any milestone payments payable pursuant to this Agreement shall be paid by the Licensee to the University in trust from the date the complaint is made until such time as a resolution of the complaint has been