IPR INFRINGEMENT. If the Licensee learns of any matter which could constitute an infringement or threatened infringement of the Licensed IPR, or that the Licensed IPR infringes the IPR of a Third Party the Licensee shall: immediately notify the Licensor giving full particulars of such circumstances; and make no comment, admission or disclosures to any Third Party in respect of such circumstances. The Licensor shall decide what action to take in respect of any alleged or actual infringement of the Licensed IPR and/or any Claim by a Third Party in respect of the Licensed IPR and have the conduct of all related proceedings. The Licensor shall be entitled to receive and retain all amounts awarded or secured by way of settlement or damages, profits or otherwise in connection with any infringement proceedings brought by it relating to the Licensed IPR. [The Licensor shall indemnify the Licensee for any Losses the Licensee, if relevant) incurs as a result of the Licensed IPR infringing Third Party IPR which the Licensor does not otherwise address.]
Appears in 2 contracts
Sources: Ip Licence Agreement, Ip License Agreement