Common use of Infringement by Others Clause in Contracts

Infringement by Others. Protection of Patents - Purchaser shall promptly inform B▇▇▇▇▇ of any suspected infringement of any Patent by a third party. Sublicense - Purchaser may grant royalty free sublicenses. Assignment - Purchaser may assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, B▇▇▇▇▇▇▇ shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, B▇▇▇▇▇ and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO B▇▇▇▇ ▇▇▇▇▇▇: B▇▇▇▇ ▇▇▇▇▇▇ TO Purchaser: A▇▇▇ ▇▇▇▇▇▇▇▇ Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Asset Purchase Agreement, the terms contained in the Asset Purchase Agreement shall control. Applicable Law - This Agreement shall be governed by the laws of the State of New York applicable to agreements negotiated, executed and performed wholly within the state of New York.

Infringement by Others. Protection of Patents - Purchaser PROSECUTION UNDER THE DIRECTION OF THE JOINT STEERING Committee. EPIX and Schering shall each promptly inform B▇▇▇▇▇ notify the other in writing of any suspected alleged or threatened infringement of any Patent by a third party. Sublicense - Purchaser may grant royalty free sublicenses. Assignment - Purchaser may assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement Field of patents or patent applications included in the EPIX Patent Rights licensed hereunder to Newco, B▇▇▇▇▇▇▇ shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit Schering of the parties heretowhich they become aware, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of Joint Steering Committee shall consider the other party. Dispute Resolution - Disputes or claims under this Agreement shall action to be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, B▇▇▇▇▇ and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO B▇▇▇▇ ▇▇▇▇▇▇: B▇▇▇▇ ▇▇▇▇▇▇ TO Purchaser: A▇▇▇ ▇▇▇▇▇▇▇▇ Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreementtaken. In the event that the Joint Steering Committee elects to prosecute said infringement in the Field, it will determine which Party shall do so using counsel selected by such Party and approved by the Joint Steering Committee, such approval not to be unreasonably withheld or delayed. No settlement, consent judgment or other voluntary final disposition of the infringement or suit may be entered into by either of the Parties without the consent of the Joint Steering Committee, such consent not to be unreasonably withheld or delayed. The Costs of any conflict between settlement activities, prosecution or settlement will be considered Development Costs if incurred during the terms Development Phase of this Agreement any Licensed Product and Costs of Goods Sold if incurred thereafter. Any recoveries, damages or other revenues derived from such settlement or action will be treated as Net Sales. If the terms of Joint Committee cannot agree as to whether to prosecute an alleged infringement in the Asset Purchase AgreementField, the terms contained in the Asset Purchase Agreement issue shall control. Applicable Law - This Agreement not be subject to dispute resolution pursuant to Section 14.6, but shall be governed resolved by not prosecuting the laws of alleged infringement unless EPIX desires to prosecute the State of New York applicable alleged infringement, in which case EPIX shall have the right to agreements negotiatedprosecute the alleged infringement in its sole discretion and at its sole expense, executed and performed wholly within the state of New Yorkif EPIX is successful in prosecuting any such infringement in its sole discretion, any recovery will belong to EPIX.

Infringement by Others. Protection of Patents - Purchaser shall Each party agrees to promptly inform B▇▇▇▇▇ notify the ---------------------- other of any suspected infringement, imitation or unauthorized use of the LGE Technology, IGS Technology, the Improvements or the Products by others promptly following such party's becoming aware of such event. The Company shall have the initial right to determine whether or not to bring infringement or unfair competition proceedings on account of any Patent such infringement, limitation or unauthorized use or variation or any other matter involving the IGS Technology, IGS Improvements or the Products. LGE shall cooperate fully with the Company in any legal action taken by a third partythe Company against any party alleged to be infringing upon the IGS Technology, IGS Improvements or the Products. Sublicense - Purchaser may grant royalty free sublicensesLGE shall have the initial right to determine whether or not to bring infringement or unfair competition proceedings on account of any such infringement, imitation or unauthorized use or variation, or any other matter involving the LGE Technology and LGE Improvements. Assignment - Purchaser may assign this Agreement The Company shall cooperate fully with LGE in any legal action taken by LGE against any party alleged to be infringing upon the LGE Technology and LGE Improvements. Any amount awarded with respect to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, B▇▇▇▇▇▇▇ shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement legal action shall be binding upon first allocated between LGE and inure the Company in reimbursement of expenses and the remainder shall be equitably apportioned between LGE and the Company pursuant to the benefit of the parties hereto, and their mutual agreement as to their respective representativesdamages. If either party decides not to institute any suit or take any action in connection with any potential infringement, successors and assigns. Neither imitation or unauthorized use, the other party may assign any of institute such action, at its rights or delegate any of its duties hereunder without sole cost and expense, upon obtaining the prior written consent of the * Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. other party to do so and such party shall be entitled to retain any and all recoveries therefrom without any obligation to the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, B▇▇▇▇▇ and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO B▇▇▇▇ ▇▇▇▇▇▇: B▇▇▇▇ ▇▇▇▇▇▇ TO Purchaser: A▇▇▇ ▇▇▇▇▇▇▇▇ Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Asset Purchase Agreement, the terms contained in the Asset Purchase Agreement shall control. Applicable Law - This Agreement shall be governed by the laws of the State of New York applicable to agreements negotiated, executed and performed wholly within the state of New York.