Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. In the event that any Product manufactured, used or sold under this Agreement, becomes the subject of a Third Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of action; provided, however, that USGN shall be solely responsible for any Third Party infringement claims relating to any products manufactured, used or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to conduct such defense, furnishing a power of attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Product, then Kidde shall notify USGN of such conclusion and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the right to negotiate directly with such Third Party for a license, and Kidde shall be entitled to offset fifty percent (50%) of the Royalties accruing, in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6.

Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property in the Territory, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. Unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event that any Product manufacturedLicensor fails to assume the defense of such Proceeding, used or sold under this Agreement, becomes Licensee may assume such defense at the subject expense of a Third Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of actionLicensor; provided, however, that USGN shall be solely responsible for Licensee will not consent to the entry of any Third Party infringement claims relating to any products manufactured, used judgment or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to conduct such defense, furnishing a power of attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to avoid substantial risks which could prevent Kidde from makingindemnify Licensee and its Affiliates and their respective officers, usingdirectors, sellingmanagers, offering for sale or importing Productmembers, then Kidde shall notify USGN of such conclusion employees, successors and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the right to negotiate directly with such Third Party for a licenseassigns against, and Kidde shall be entitled agrees to offset fifty percent (50%) hold them harmless from, any Loss arising or resulting from or relating to infringement claims of the Royalties accruing, type described in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in this Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 63.6.

Infringement of Third Party Patents. In Each of the Parties shall promptly, but in any event that any Product manufacturedno later than ten (10) days after receipt of notice thereof, used or sold under this Agreement, becomes notify the subject of a Third other Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of action; provided, however, that USGN shall be solely responsible for any Third Party infringement claims relating to any products manufactured, used or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of their respective Affiliates or, in the case of Licensee, its Related Parties with respect to the research, Development, Manufacture, use, sale, offer for sale or importation of the Compound or Product (each, an actual claim “Infringement Claim”). With respect to any Infringement Claim in the parties Licensed Field, the Parties shall appoint an independent counselattempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 8.4.1, selected by mutual consent and paid equally by Kidde and USGNthen Licensee shall assume control of the defense of such Infringement Claim. Lilly, upon request of Licensee, agrees to join in any such litigation, and split the expense of such defense. The parties shall in any event to reasonably cooperate with the independent counsel Licensee, in the defense of the claimeach case, including if required to conduct such defense, furnishing a power of attorneyat Licensee’s reasonable expense. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Product, then Kidde shall notify USGN of such conclusion and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall Lilly will have the right to negotiate directly consult with Licensee concerning such Third Party for Infringement Claim and to participate in and be represented by independent counsel in any litigation in which Lilly is a licenseparty at its own expense. Licensee shall have the exclusive right to settle any Infringement Claim without the consent of Lilly, and Kidde unless such settlement would have a material adverse impact on Lilly (in which case the consent of such other Lilly shall be entitled required). For purposes of this Section 8.4.1, any settlement that would involve the waiver of rights (including the rights to offset fifty percent (50%receive payments) of Lilly shall be deemed a material adverse impact and shall require the Royalties accruingconsent of Lilly, in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6consent not to be unreasonably withheld.

Infringement of Third Party Patents. If Licensee, or any of its Affiliates or sublicensees, is subject to an action, suit or other proceeding (“Proceeding”) by a third party for infringement of a third party's patent, trademark or other intellectual property rights in the Territory because of the manufacture, use, sale or other exploitation of the Product or the Licensed Intellectual Property, Licensee shall promptly notify Licensor in writing of such Proceeding, and the Parties shall consult with each other to agree upon the course of action to be taken. During the Snap Back Period, unless otherwise agreed in writing by the Parties, Licensor shall undertake the defense of such Proceeding with counsel of its choice (which shall be reasonably acceptable to Licensee), at its own expense, in which event Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense. Licensor and Licensee shall reasonably cooperate and coordinate with each other in the defense of such Proceeding and furnish all pertinent evidence and reasonable assistance in their control. Each Party shall keep the other Party reasonably informed of all material developments in connection therewith. In the event that any Product manufacturedLicensor fails to assume the defense of such Proceeding during the Snap Back Period, used or sold under this Agreement, becomes Licensee may assume such defense at the subject expense of a Third Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of actionLicensor; provided, however, that USGN shall be solely responsible for Licensee will not consent to the entry of any Third Party infringement claims relating to any products manufactured, used judgment or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to conduct such defense, furnishing a power of attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary the Proceeding without the prior written consent of Licensor. In connection with the foregoing, Licensor agrees to avoid substantial risks which could prevent Kidde from makingindemnify Licensee and its Affiliates and their respective officers, usingdirectors, sellingmanagers, offering for sale or importing Productmembers, then Kidde shall notify USGN of such conclusion employees, successors and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the right to negotiate directly with such Third Party for a licenseassigns against, and Kidde shall be entitled agrees to offset fifty percent (50%) hold them harmless from, any loss arising or resulting from or relating to infringement claims of the Royalties accruing, type described in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in this Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 63.5.

Infringement of Third Party Patents. In Each Party shall promptly send the event that other Party a copy of any Product manufacturednotice or communication from a third party alleging any infringement or other violation of such third party's intellectual property rights ("Notice"). Licensor shall have the first right, used or sold under this Agreementbut shall not be obligated, becomes to respond to the subject of a Third Party claim or potential claim for patent infringement, anywhere in the worldNotice, and irrespective of whether USGN shall take such further action as is required under the SSP License. If Licensor does not elect to respond, Licensor shall promptly inform B&L and permit it to respond to the Notice, subject to compliance with the SSP License. B&L shall have the right, but shall not be obligated, to take any legal action at its own expense in response to the Notice. B&L shall have the right to name Licensor as a party in connection with any action in response to the Notice. Each Party shall cooperate fully with the other Party in any action resulting from or Kidde is charged in connection with said infringementthe Notice. Unless the Parties are separately defending themselves, the parties Party defending any such proceedings shall promptly meet have sole control of such proceedings and shall bear the reasonable expenses (excluding all legal fees) incurred by the other Party in providing such assistance and cooperation as is requested pursuant to consider this paragraph. The Party defending such proceedings shall consult with and keep the claim other Party informed of the progress of such proceedings, including, without limitation, furnishing copies of communications, pleadings and other documents and keeping the appropriate course other Party informed of action; providedsettlement efforts and developments, however, that USGN and such other Party shall be solely responsible for any Third Party infringement claims relating entitled to any products manufacturedparticipate with counsel in such proceedings but at its own expense. If B&L defends such proceedings, used or sold by USGN pursuant it may offset its reasonable expenses, including reasonable legal expenses, incurred in regard thereto against the Base Royalty owed to Sections 3.2 and/or 3.6 Licensor under Article 6 of this Agreement. Unless B&L shall continue to perform its reporting obligations under this Agreement and otherwise continue to perform its obligations hereunder. Neither Party shall settle any infringement, misappropriation, or other claim subject to this Article 17 without the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to conduct such defense, furnishing a power of attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consentParty, which consent shall not be unreasonably withheld or delayedwithheld, if it would adversely affect B&L's rights hereunder. If any Invention claimed in the opinion of Kidde's counsel, a Patent Right or any Know-how is covered by an issued patent or other intellectual property right held by one or more third parties and it becomes necessary for B&L to obtain a license with respect from such third party or parties under such patent, and/or other intellectual property right and accordingly to pay royalties, upfront payments or damages to such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Productthird party(ies), then Kidde shall notify USGN B&L may reduce the Base Royalty or other payments otherwise due Licensor, other than the Extra Royalty, by the amount of royalty payment, upfront payments or damages due to such conclusion and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the right to negotiate directly with such Third Party for a license, and Kidde shall be entitled to offset fifty percent (50%) of the Royalties accruing, in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6third party.

Infringement of Third Party Patents. In Each of the Parties shall promptly, but in any event that any Product manufacturedno later than ten (10) days after receipt of notice thereof, used or sold under this Agreement, becomes notify the subject of a Third other Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of action; provided, however, that USGN shall be solely responsible for any Third Party infringement claims relating to any products manufactured, used or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Lilly or any of their respective Affiliates or, in the case of Licensee, its Related Parties with respect to the research, Development, Manufacture, use, sale, offer for sale or importation of the Compound or Product (each, an actual claim “Infringement Claim”). With respect to any Infringement Claim in the parties Licensed Field, the Parties shall appoint an independent counselattempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 8.4.1, selected by mutual consent and paid equally by Kidde and USGNthen Licensee shall assume control of the defense of such Infringement Claim. Lilly, upon request of Licensee, agrees to join in any such litigation, and split the expense of such defense. The parties shall in any event to reasonably cooperate with the independent counsel Licensee, in the defense of the claimeach case, including if required to conduct such defense, furnishing a power of attorneyat Licensee’s reasonable expense. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Product, then Kidde shall notify USGN of such conclusion and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall Lilly will have the right to negotiate directly consult with Licensee concerning such Third Party for Infringement Claim and to participate in and be represented by independent counsel in any litigation in which Lilly is a licenseparty at its own expense. Licensee shall have the exclusive right to settle any Infringement Claim without the consent of Lilly, and Kidde unless such settlement would have a material adverse impact on Lilly (in which case the consent of such other Lilly shall be entitled required). For purposes of this Section 8.4.1, any settlement that would involve the waiver of rights (including the rights to offset fifty percent (50%receive payments) of Lilly shall be deemed a material adverse impact and shall require the Royalties accruingconsent of Lilly, in the country where the claim existssuch consent not to be unreasonably withheld, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6conditioned or delayed.

Infringement of Third Party Patents. In Each of the Parties shall promptly, but in any event that any Product manufacturedno later than ten (10) days after receipt of notice thereof, used or sold under this Agreement, becomes notify the subject of a Third other Party claim or potential claim for patent infringement, anywhere in the world, and irrespective of whether USGN or Kidde is charged with said infringement, the parties shall promptly meet to consider the claim and the appropriate course of action; provided, however, that USGN shall be solely responsible for any Third Party infringement claims relating to any products manufactured, used or sold by USGN pursuant to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or VBL or any of their respective Affiliates or sublicensees (in the case of VBL) or Sublicensees (in the case of Licensee) with respect to the research, development, manufacture, use, sale, offer for sale or importation of a Product (each, an actual claim the parties “Infringement Claim”). With respect to any Infringement Claim, VBL shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense assume control of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of such Infringement Claim at its sole cost and expense and shall keep Licensee informed of the claimstatus thereof. Licensee, including upon reasonable request of VBL, agrees to use Commercially Reasonable Efforts to cooperate with VBL in any such proceedings at VBL’s expense (including, if required legally required, joining as a party to conduct such defenseproceedings at VBL’s expense). Licensee will have the right to consult with VBL concerning such Infringement Claim and to participate in and be represented by independent counsel of its choice in any litigation in which Licensee is a party at its own expense. VBL shall have the exclusive right to settle any Infringement Claim without the consent of Licensee, furnishing as long as such settlement does not have a power material adverse impact on Licensee (in which case the consent of attorneyLicensee shall be required). Neither party shall enter into For purposes of this Section 9.3.1, any settlement that materially alters, derogates would involve the waiver or diminishes loss of rights (including the other party's rights under this Agreement, without such other party's written consentto receive payments) of Licensee hereunder shall be deemed a material adverse impact and shall require the consent of Licensee, which consent shall not be unreasonably withheld or delayedwithheld. If in For the opinion avoidance of Kidde's counseldoubt, a license with respect to any consent from Licensee for such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale or importing Product, then Kidde settlement shall notify USGN of such conclusion and the basis for it and give USGN a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the not limit Licensee’s right to negotiate directly with such Third Party for a license, and Kidde shall be entitled to offset fifty percent (50%) of the Royalties accruing, indemnification under ARTICLE 11 or any other remedies that Licensee may have at law or in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6equity.

Infringement of Third Party Patents. In If the event that any development, manufacture, use, sale, offer for sale, import or export of the Licensed Product manufacturedin the Licensed Field in the Territory results in a claim for Patent infringement by a third party, used or sold under this Agreement, becomes the subject of (a “Third Party Infringement Claim”) the party first having notice of such claim or potential claim for patent infringementshall promptly provide written notice thereof to the other party. Licensee may, anywhere in but shall not be obligated to, assume control of the worlddefense of the Third Party Infringement Claim, and irrespective Licensor shall fully cooperate with Licensee in pursuing any legal action deemed appropriate in Licensee’s sole discretion in respect of whether USGN such Third Party Infringement Claim, including furnishing documentary and oral evidence reasonably requested from Licensee. Licensor shall not conduct or Kidde is charged institute any action with said infringementrespect to such infringement without the prior written consent of Licensee. Licensor may request that Licensee pursue the Third Party Infringement Claim against such third party. Licensee shall have full discretion with respect to all such actions, however Licensee shall not settle any Third Party Infringement Claim without the parties shall promptly meet consent of Licensor if the settlement would negatively impact on Licensor. Licensee agrees to consider the claim and the appropriate course of actiondiscuss in good faith such proposed Third Party Infringement Claim for up to sixty (60) days with Licensor; provided, however, that USGN nothing herein shall be solely responsible for any Third Party infringement claims relating he deemed to any products manufactured, used or sold by USGN pursuant require Licensee to Sections 3.2 and/or 3.6 of this Agreement. Unless the parties otherwise agree, in the event of an actual claim the parties shall appoint an independent counsel, selected by mutual consent and paid equally by Kidde and USGN, and split the expense of such defense. The parties shall reasonably cooperate with the independent counsel in the defense of the claim, including if required to conduct such defense, furnishing a power of attorney. Neither party shall enter into any settlement that materially alters, derogates or diminishes the other party's rights under this Agreement, without such other party's written consent, which consent shall not be unreasonably withheld or delayed. If in the opinion of Kidde's counsel, a license with respect to pursue such Third Party patents is necessary to avoid substantial risks which could prevent Kidde from making, using, selling, offering for sale Infringement Claim or importing Product, then Kidde shall notify USGN of such conclusion and the basis for it and give USGN any other claim against a reasonable opportunity to discuss Kidde's opinion. If USGN concurs in Kidde's opinion, Kidde shall have the right to negotiate directly with such Third Party for a license, and Kidde shall be entitled to offset fifty percent (50%) of the Royalties accruing, in the country where the claim exists, during each Kidde Fiscal Quarter (as defined in Section 6.4) during the term of such Third Party license, as a credit against the Royalties due under Section 6third party.