Alleged Infringement Clause Examples

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Alleged Infringement. If subsequent to the Effective Date, Supplier’s Product or process of manufacture of a Product becomes or is likely to become the subject of an infringement claim or action except with respect to a ***, Supplier may at its sole option: (i) procure the right to use the applicable intellectual property in the process for manufacture of such Product; (ii) modify the process of manufacture; or (iii) if, in Supplier’s opinion, neither (i) nor (ii) above are commercially reasonable, Supplier may terminate Supplier’s obligations (and the Company’s rights) hereunder with respect to such Product. Allegations of *** with respect to any of the *** shall be governed by Section 12.7.
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Alleged Infringement. We respect the intellectual property rights of others, and We ask you to do the same. In instances where We are notified of alleged infringement of MCAT Adventure or User Content through Our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification. Do not submit false claims. Misuse of this process may result in the suspension of your account or other legal consequences.
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Alleged Infringement. 9.01 LICENSEE shall promptly notify EATON of any alleged and/or suspected infringement of the LICENSED TRADEMARKS and agrees to cooperate with EATON and do all acts, deeds and things necessary for protecting the LICENSED TRADEMARKS against alleged infringers. EATON shall have the sole right to initiate and control legal proceedings with respect to alleged infringers or take whatever action it deems necessary with respect thereto. EATON shall have the right to institute such legal proceedings in its name, or in the name of LICENSEE, or in the joint names of EATON and LICENSEE. All costs incurred regarding the LICENSED TRADEMARKS under this Section 9.01 shall be borne by EATON. 9.02 LICENSEE hereby agrees to indemnify, defend, save and hold EATON and its subsidiaries and affiliates harmless from any and all costs or expenses relating to any claims of injury or damage to person or property
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Alleged Infringement. If, during the term of this ADM Agreement, any third party (other than an Affiliate of a party) claims that Cardiac Science's making, using or selling of Licensed Products hereunder infringes on a third-party patent, or other proprietary right of a third party, within sixty (60) days after notice by Cardiac Science, HeartSine shall either (i) procure for Cardiac Science the right to exercise all rights HeartSine under this ADM Agreement without any additional payment therefor by Cardiac Science, or (ii) advise Cardiac Science that it elects not to procure such rights itself. If HeartSine does not procure such right within such sixty
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Alleged Infringement. If you believe that materials posted on the Sites infringe rights you enjoy under copyright law in specific materials (collectively, a "Work"), we request that you follow the procedure described below to notify us of your concerns or objections, or disable access to material that you believe infringes your Work. If you believe materials posted on this Site infringe the copyright in your Work, your concerns should be directed to our agent, designated under the Digital Millennium Copyright Act (17 U.S.C. §512) to respond to such concerns (our "Designated Agent"):
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Alleged Infringement. Notwithstanding Sections 10.1(d) and 10.4, if any claim, action, suit or proceeding is brought, or is threatened to be brought, against Distributor, any Subdistributor or any of their Affiliates alleging that the marketing, distribution, use or sale of any Products infringes or violates any patent, trademark or other proprietary rights of any third party, Distributor may assume the defense of such claim, action, suit or proceeding or, after consulting with THERMO, procure for itself the right to exercise all distribution and other rights granted to it under this Agreement without any additional payment therefor by Distributor. THERMO will cooperate with Distributor as reasonably requested by Distributor in connection with the assumption of such defense, and any claims, losses, damages, liabilities, causes of action, suits, costs and expenses, including all reasonable attorneys' fees and disbursements of counsel and expenses of investigation, incurred by Distributor in connection with such defense shall be borne equally by the parties.
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Alleged Infringement. If, during the term of this License Agreement, any third party (other than an Affiliate of a party) claims that RMS' making, using or selling of Licensed Products hereunder infringes on a third-party patent, or other proprietary rights of a third party as a result of the use of the Licensed Patents and/or the Licensed Technology, within one hundred and twenty (120) days after notice by RMS, BEBIG shall either (i) procure for RMS the right to exercise all rights licensed under this License Agreement without any additional payment therefor by RMS. 8 or (ii) advise RMS that it elects not to procure such rights itself. If BEBIG does not procure such right within such 120-day period after notice of such claim by RMS, RMS shall have the right, but not the obligation, to procure such rights itself. RMS shall be entitled to offset any expenses or costs it incurs in obtaining or maintaining such rights as an License Fee Offset as against amounts payable to BEBIG under this License Agreement pursuant to Section 4.4.
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Alleged Infringement. 12.1 Either Party shall promptly notify the other of any alleged infringement of the Licensed Marks and agrees to cooperate with Licensor in, and do all acts, deeds, and things which are necessary for protecting the Licensed Marks against alleged infringers. Licensor shall have the right to initiate (or have initiated) and control legal proceedings with respect to alleged infringers or take whatever action it deems necessary with respect thereto. Licensor shall have the right to institute or have instituted such legal proceedings in its name, or in the name of Licensee and any of them jointly, provided, however, that Licensor shall consult with and obtain the approval of Licensee prior to instituting or causing institution of such legal proceedings joining Licensee as a Party.
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Related to Alleged Infringement

  • Claimed Infringement Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

  • Patent Infringement 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE may not join such suit without the REGENTS' consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

  • Non-Infringement To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted by the Company, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company-Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. The Company has not received any opinion of counsel that any Company Product or Company Owned Intellectual Property or the operation of the business of the Company, as previously or currently conducted, or as currently proposed to be conducted by the Company, infringes or misappropriates any Third Party Intellectual Property Rights.

  • Infringement 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

  • Third Party Infringement (a) Each Party shall promptly report in writing to the other Party during the Term any known or suspected infringement of the Patent Application (“Infringement”). The reporting Party shall provide the other Party with all available evidence supporting such infringement, suspected infringement, unauthorized use or suspected unauthorized use. Promptly after receipt of a notice of Infringement, the Parties shall discuss in good faith the infringement and appropriate actions that could be taken to cause such infringement to cease. (b) Kadmon shall have the first right to initiate a suit or take other appropriate action that it believes is reasonably required to protect the Patent Application in the United States against any Infringement. If Kadmon decides not to initiate a suit or take other appropriate action with respect to any such Infringement in the United States, then AbbVie may undertake such actions, in which case Kadmon shall, and shall cause its Affiliates to, cooperate with AbbVie in its efforts to initiate a suit or take other appropriate action with respect to any Infringement in the United States, and shall agree to be parties in any suit, if requested. (c) Without regard to which Party initiates a suit or takes other appropriate action with respect to any Infringement in the Territory under Section 8.15.3(b), all costs (including all reasonable costs and expenses associated with any defense of a claim hereunder) associated with any such action in the United States, and any costs and expenses incurred by any Party or its Affiliates with respect to any Infringement shall be the sole responsibility of the Party initiating the action. Any proceeds from such actions shall be allocated between the Parties first to compensate each Party on a pro rata basis for amounts it incurred in pursuing such actions and second to the Party instituting the action. (d) The enforcing Party under Section 8.15.3(b) shall have the sole and exclusive right to select counsel for any suit initiated by it. If required under Applicable Law in order for such enforcing Party to initiate and/or maintain such suit or action, the other Party shall join as a party to the suit or action. Such other Party shall offer reasonable assistance to such enforcing Party in connection therewith at such enforcing Party’s cost and expense.