PARTIES AGREE THAT DURING THE
PERIOD AND IN A JURISDICTION WHERE A PARTY HAS EXCLUSIVE RIGHTS UNDER THIS
AGREEMENT UNDER THE OTHER PARTY'S INTELLECTUAL
19
PROPERTY, NEITHER WILL NOTIFY A THIRD PARTY OF THE INFRINGEMENT OF ANY OF SUCH
OTHER PARTY'S INTELLECTUAL PROPERTY WITHOUT FIRST OBTAINING CONSENT OF THE OTHER
PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY DENIED.
BOTH PARTIES SHALL USE
THEIR BEST EFFORTS TO COOPERATE WITH EACH OTHER TO TERMINATE SUCH INFRINGEMENT
WITHOUT LITIGATION.
19.2
A PARTY MAY REQUEST THAT THE OTHER PARTY TAKE LEGAL ACTION AGAINST
THE INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.
SUCH REQUEST SHALL
BE MADE IN WRITING AND SHALL INCLUDE REASONABLE EVIDENCE OF SUCH INFRINGEMENT.
IF THE INFRINGING ACTIVITY HAS NOT BEEN ABATED WITHIN NINETY (90) DAYS FOLLOWING
THE EFFECTIVE DATE OF SUCH REQUEST, THE FIRST PARTY SHALL HAVE THE RIGHT TO
COMMENCE SUIT ON ITS OWN ACCOUNT OR TO REFUSE TO COMMENCE SUCH SUIT.
19.3
EACH PARTY AGREES TO COOPERATE WITH THE OTHER IN LITIGATION
PROCEEDINGS INSTITUTED HEREUNDER BUT AT THE EXPENSE OF THE PARTY ON ACCOUNT OF
WHOM SUIT IS BROUGHT FOR OUT-OF-POCKET EXPENSES.
SUCH LITIGATION SHALL BE
CONTROLLED BY THE PARTY BRINGING THE SUIT.
EACH PARTY MAY BE REPRESENTED BY
COUNSEL OF ITS CHOICE AT ITS OWN EXPENSE.
IF A PARTY SELECTS ITS OWN COUNSEL IN
THE CONDUCT OF SUCH A SUIT, ITS COUNSEL SHALL KEEP THE OTHER PARTY INFORMED OF
THE PROGRESS AND STATUS OF SUCH SUIT.
20.
INDEMNIFICATION AND INSURANCE.
20.1
INDEMNIFICATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH
PARTY (THE "INDEMNIFYING PARTY") SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE
OTHER PARTY (THE "INDEMNIFIED PARTY"), ITS SHAREHOLDERS, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND INVENTORS AGAINST ANY AND ALL CLAIMS, SUITS, LOSSES,
LIABILITIES, DAMAGES, COSTS, FEES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) RESULTING FROM OR ARISING OUT OF ANY CLAIM BROUGHT BY A THIRD PARTY
AGAINST THE INDEMNIFIED PARTY RELATED TO ANY ACTUAL OR ALLEGED (A) BREACH OF A
REPRESENTATION OR WARRANTY BY THE INDEMNIFYING PARTY UNDER THIS AGREEMENT;
(B) PRODUCT LIABILITY CLAIM WHICH IS RELATED TO OR ARISES OUT OF THE
MANUFACTURE, MARKETING, DISTRIBUTION, SALE OR USE OF LICENSED PRODUCTS BY THE
INDEMNIFYING PARTY, EXCEPT TO THE EXTENT ATTRIBUTABLE TO THE INDEMNIFIED PARTY'S
BREACH OF ITS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT;
(C) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE INDEMNIFYING PARTY; OR
(D) BREACH OF SECTION 27 (CONFIDENTIALITY) BY THE INDEMNIFYING PARTY.
20.2
INSURANCE.
THROUGHOUT THE TERM OF THIS AGREEMENT, AND TO THE
EXTENT APPLICABLE FROM AND AFTER THE DATE OF ANY USE OR SALE OF A LICENSED
PRODUCT, EACH PARTY SHALL MAINTAIN COMMERCIALLY ISSUED POLICIES OF INSURANCE OR,
WITH THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY, PROGRAMS OF SELF-INSURANCE
WITH FINANCIAL RESERVES SUFFICIENT TO SUPPORT ITS OBLIGATIONS UNDER THIS
AGREEMENT, WHICH PROVIDE COVERAGE AND LIMITS AS REQUIRED BY STATUTE OR AS
NECESSARY TO PRUDENTLY INSURE THE ACTIVITIES AND OPERATIONS OF THE INSURING
PARTY.
THE COMMERCIAL GENERAL LIABILITY INSURANCE POLICY, OR LIABILITY
SELF-INSURANCE PROGRAM, SHALL INCLUDE THE INTERESTS OF THE OTHER PARTY AS AN