Each Party shall give the other Party immediate notice of any infringement of any Background IP by a third party which, subject to any obligation of confidentiality owed to a third party, comes to that Partys attention during the Term of this Agreement.
If during the Term of this Agreement, any Party receives any notice, claim or proceedings from any third party alleging infringement of that third partys intellectual property by reason of any Partys activities in relation to this Agreement or the use and exploitation of any Background IP, then the Party receiving that notice shall forthwith notify the other Party of the notice, claim or proceeding and shall be entitled to defend and settle such claim or proceeding to the extent affecting the receiving Party, but shall not make any admission of liability on behalf of the other Party without that Partys consent.
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