Defense of Infringement Sample Clauses

Defense of Infringement misappropriation, and third party claims. 6
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Defense of Infringement. Neuronetics will indemnify and defend Customer against any judgment or awarded damages (and reasonable costs and expenses of litigation such as attorneys’ fees) to the extent arising from a third party’s specific allegation that any Product, Neuronetics Xxxx, or promotional materials furnished or licensed to Customer under this Agreement in the form provided by Neuronetics (and not in combination with any product or services provided by any party other than Neuronetics) constitutes an infringement of an issued United States patent or registered United States trademark or copyright (a “Covered Claim”); provided that the foregoing obligation shall not apply to, and the claim shall not be considered a Covered Claim if the claim is directed to, any modification of any of the Products by any person other than Neuronetics or any use of the Products that is (i) not in strict accordance with this Agreement and the applicable Documentation, (ii) for an indication that it is not cleared or approved by the United States Food and Drug Administration or (iii) in combination with any technology, product or process not supplied by Neuronetics. Neuronetics’ obligations under this Section 13(d) are contingent on (1) Customer promptly notifying Neuronetics in writing of the Covered Claim, (2) Customer giving Neuronetics sole power and control over the investigation, defense and settlement of the Covered Claim and
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Defense of Infringement. Claims Pertaining to Aurora Technology and Aurora Patent Rights Lilly will cooperate with Aurora, at Aurora's expense, in the defense of any suit, action or proceeding against Aurora or Aurora Affiliate alleging the infringement of the intellectual property rights of a Third Party by reason of Aurora's use any of Aurora Patent Rights and Aurora Technology licensed to Lilly under this Agreement. Aurora shall give Lilly prompt written notice of the commencement of any such suit, action, proceeding or claim of infringement. Lilly shall give to Aurora all authority, information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, that if Lilly or its Affiliates or licensees should join in any such suit, action or proceeding pursuant to this Section 7.3 and at the request of Aurora, Aurora shall hold Lilly, or any such Lilly Affiliate, free, clear and harmless from any and all costs and expenses of such litigation, including reasonable attorneys' fees, and Aurora shall execute all documents, provide pertinent records, and take all other actions, including requiring persons within its control to give testimony, which may be reasonably required in connection with such litigation.
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Defense of Infringement. Claims Pertaining to Patent Rights Owned or Controlled by Aurora. Subject to section 11.3 (to the extent applicable), BMS will cooperate with Aurora, *** , in the defense of any suit, action or proceeding against Aurora, any Aurora Affiliate, BMS, any BMS Affiliate, or any licensee of BMS alleging the infringement of the intellectual property rights of a Third Party by reason of the use of the UHTSS, the Exclusive or Non-Exclusive Screens or of any Aurora Patent Rights and Aurora Technology licensed to BMS under this Agreement. Aurora shall give BMS prompt written notice of the commencement of *** CONFIDENTIAL TREATMENT REQUESTED
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Defense of Infringement and misappropriation claims 9 13. Limitation of liability 10
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Defense of Infringement. Claims Pertaining to PD Hits, Development Compounds and Products. Aurora will cooperate with PD, at PD's expense, in the defense of any suit, action or proceeding against Aurora or PD and PD's Affiliates alleging the infringement of the intellectual property rights of a Third Party by reason of the manufacture, use or sale of a Product by PD. Each party shall give the other party prompt written notice of the commencement of any such suit, action, proceeding or claim of infringement. Aurora shall give to PD all authority, information and assistance necessary to defend or settle any such suit, action or proceeding; provided, however, that if Aurora should join in any such suit, action or proceeding pursuant to this Section 7.2 and at the request of PD, PD shall hold Aurora harmless from any and all costs and expenses of such litigation, including reasonable attorneys' fees, and Aurora shall execute all documents, provide pertinent records, and take all other actions, including requiring persons within its control to give testimony, which may be reasonably required in connection with the defense or settlement of such litigation.
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Defense of Infringement. Claims Pertaining to Aurora Technology and Aurora Patent Rights. PD will cooperate with Aurora, at Aurora's expense, in the defense of any suit, action or proceeding against Aurora alleging the infringement of the
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Defense of Infringement. In the event of third party infringement claims, SGMC in its sole discretion may, but shall be under no obligation to, bring suit or defend a declaratory judgment action and control the conduct thereof, including settlement, to stop infringement of any iGlucose Intellectual Property, as determined by SGMC. SGMC shall have no obligations or liability to PSID in respect of the defense of, or failure to defend, any iGlucose Intellectual Property against third party infringement claims. PSID shall have no obligation to bring suit or defend a declaratory judgment action relating to any iGlucose Intellectual Property unless and only to the extent that SGMC pays all costs, fees, and expenses associated with such action.
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Defense of Infringement. SUITS In the event XXXXX or the COMPANY receives from any third party notification that the COMPANY's exercise of GAIN TECHNOLOGY is an infringement of patents controlled by the third party, the party receiving such notice shall promptly notify the other hereto in writing of its receipt of such notice whereupon the following provisions shall become applicable: 1. The parties hereto shall mutually decide (but if the parties cannot agree on the decision, XXXXX shall decide) whether to seek to obtain a license from the third party or whether to defend any suit then filed or thereafter filed by the third party for the alleged infringement. 2. If suit is filed for infringement, the parties hereto shall mutually decide (but if the parties cannot agree on the decision, the COMPANY shall decide) upon the selection of patent trial counsel for the responsibility and conduct of the defense in such suit. 3. The legal expenses incurred by reason of all third party infringement allegations shall be shared by XXXXX and the COMPANY according to the following schedule: LEGAL EXPENSES COMPANY XXXXX ------------------------------------------------------------------------------- Up to 1/2 of previous year's 50% 50% royalties In excess of 1/2 of previous 100% --- year's royalties
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Related to Defense of Infringement

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Notice of Infringement GROWER shall notify PVMI of any apparent or likely unauthorized propagation of PVMI Varieties that comes to the attention of GROWER.

  • Claim of Infringement In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below:

  • Infringement and Defense of Licensee SAP shall defend Licensee against claims brought against Licensee in the Territory by any third party alleging that Licensee's Use of the Software, in accordance with the terms and conditions of this Agreement, constitutes a direct infringement or misappropriation of such third party’s patent claim(s), copyright or trade secret rights, and SAP will pay damages finally awarded against Licensee (or the amount of any settlement SAP enters into) with respect to such claims. This obligation of SAP shall not apply if the alleged infringement or misappropriation results from (i) Use of the Software in conjunction with any other software; (ii) Use of the Software with an apparatus other than a Designated Unit; (iii) failure to promptly use an update provided by SAP if such infringement or misappropriation could have been avoided by use of the update; or (iv) any Use not permitted by this Agreement. This obligation of SAP also shall not apply if Licensee fails to timely notify SAP in writing of any such claim; however Licensee’s failure to provide or delay in providing such notice shall not relieve SAP of its obligations under this Section except to the extent SAP is prejudiced by Licensee’s failure to provide or delay in providing such notice. SAP is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on or admission of liability by Licensee. In the event Licensee declines SAP’s proffered defense, or otherwise fails to give full control of the defense to SAP’s designated counsel, then Licensee waives SAP’s obligations under this Section 8.1. Licensee shall reasonably cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to SAP. SAP expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. SAP may settle or mitigate damages from any claim or potential claim by substituting alternative substantially equivalent non-infringing programs and supporting documentation for the Software. Licensee shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to SAP’s rights.

  • Defense of Third Party Claims Upon receipt by the Indemnifying Party of a notice from the Indemnified Party with respect to any claim of a third party against the Indemnified Party, for which the Indemnified Party seeks indemnification hereunder, the Indemnifying Party shall have the right to assume the defense of such claim, and the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. If the Indemnifying Party shall elect to assume the defense of such claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not assume the defense of a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnified Party shall have the right to assume control of the defense of such claim through counsel of its choice, the reasonable costs of which shall be at the Indemnifying Party’s expense in the event that the Indemnified Party’s right of indemnification is ultimately established through settlement, compromise or other legal proceeding. In no circumstance may the Indemnified Party compromise or settle a claim with a third party for which it seeks indemnification from the Indemnifying Party without first obtaining the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed.

  • Infringement Remedies If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

  • Defense of Litigation To appear in and defend any action or proceeding that may affect its title to or Secured Party’s interest in the Collateral.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • Patent Infringement A. The Contractor shall report to OC Public Works, promptly and in reasonable detail, each notice or claim of patent infringement based on the performance of this Contract of which the Contractor has knowledge.

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