SUIT WITH
RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF ANY LICENSED PATENT AND/OR
LICENSED TRADEMARK AND/OR KNOW-HOW WITHIN 60 DAYS AFTER NOTICE THEREOF, THE
LICENSOR WILL THEN HAVE THE RIGHT TO BRING SUIT IN ITS OWN NAME AND AT ITS OWN
EXPENSE.
THE LICENSEE AGREES TO JOIN SUCH SUIT AND/OR COOPERATE IN THE
PROSECUTION OF ANY SUCH SUIT, AT THE REQUEST OF THE LICENSOR, AS A PARTY
PLAINTIFF, PROVIDED THAT THE LICENSOR WILL REIMBURSE THE LICENSEE FOR ITS
REASONABLE EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, FOR SUCH
COOPERATION.
IN THE EVENT THE LICENSOR EXERCISES SUCH RIGHT, THE LICENSOR WILL
RETAIN ALL AMOUNTS RECOVERED, WHETHER BY JUDGMENT, AWARD, SETTLEMENT OR
OTHERWISE.
ARTICLE 7
ARRANTIES AND LIMITATIONS THEREOF
7.01
AUTHORITY TO ENTER AGREEMENT.
EACH OF DAIKYO AND WEST REPRESENTS
AND WARRANTS TO THE OTHER THAT IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT,
AND THAT THERE ARE NO OUTSTANDING ASSIGNMENTS, GRANTS, LICENSES, ENCUMBRANCES,
OBLIGATIONS OR AGREEMENTS, EITHER WRITTEN, ORAL OR IMPLIED, INCONSISTENT WITH
THIS AGREEMENT.
7.02
NO ASSERTION.
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT
IT WILL NOT ASSERT AGAINST THE OTHER ANY PATENT, TRADEMARK AND/OR OTHER
INTELLECTUAL PROPERTY RIGHT NOW OWNED OR HEREAFTER ACQUIRED, THAT WOULD
INTERFERE WITH THE OTHER PARTY'S PERMITTED ACTIVITIES WITHIN THE SCOPE OF THE
LICENSES HEREIN GRANTED.
7.03
DISCLAIMER.
NO PARTY WARRANTS THE VALIDITY OF ANY PRESENT OR
FUTURE INDUSTRIAL PROPERTY RIGHTS OR THE FREEDOM OF SUCH INDUSTRIAL PROPERTY
RIGHTS OR OF ANY KNOW-HOW FURNISHED UNDER THIS AGREEMENT FROM INDUSTRIAL
PROPERTY RIGHTS OF THIRD PERSONS.
NO PARTY WARRANTS THE FREEDOM OF ANY KNOW-HOW
FURNISHED UNDER THIS AGREEMENT FROM FAULTS, OR THE TECHNICAL FEASIBILITY OR
ECONOMIC EXPLOITABILITY OF SUCH KNOW-HOW.
9
ARTICLE 8
INDEMNIFICATION
No Assumption of Liability: Indemnification.
The Licensor assumes no liability
to the Licensee or third Persons with reference to the performance
characteristics of the Licensed Products manufactured, distributed and sold by
the Licensee hereunder or with respect to any other claim made or asserted by
any third Person with respect to the manufacture, use and sale by the Licensee
hereunder, and the Licensee agrees to indemnify and hold harmless the Licensor
against losses incurred through claims of third Persons against the Licensor as
a result of such manufacture, distribution and sale by the Licensee of Licensed
Products.
ARTICLE 9
TERM AND TERMINATION; DEFAULT
9.01
TERM.
THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE DATE FIRST
WRITTEN ABOVE AND, UNLESS TERMINATED EARLIER IN ACCORDANCE WITH OTHER PROVISIONS
OF THE AGREEMENT, SHALL EXTEND FOR A PERIOD OF TEN YEARS FROM SUCH DATE.
9.02
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AS FOLLOWS:
(A)
BY WEST OR DAIKYO UPON 90 DAYS' WRITTEN NOTICE AT ANY TIME AFTER
WEST CEASES TO BE A SHAREHOLDER OF DAIKYO.
(B)
BY MUTUAL WRITTEN CONSENT OF BOTH PARTIES AT ANY TIME.
(C)
BY EITHER PARTY IN THE EVENT OF A CHANGE IN CONTROL OF THE OTHER
PARTY.
THE TERMINATING PARTY WILL MAKE THIS DECISION WITHIN ONE YEAR AFTER
LEARNING OF SUCH CHANGE IN CONTROL AND PROVIDE WRITTEN NOTICE THREE MONTHS