Infringement Clause Samples
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Infringement. If during the term of this Agreement, either party becomes aware of a third party infringement or threatened infringement of any Licensed Patents, the following provisions shall apply:
(a) Introgen shall have the right, but not the obligation, to bring suit (itself or through a designee) to enforce the Licensed Patents, and/or to defend any declaratory judgment action with respect thereto, in each case with respect to the manufacture, sale or use of a product within the Field; provided, however, that Introgen shall keep Corixa reasonably informed as to the defense and/or settlement of such action. Corixa shall have the right to participate in any such action with counsel of its own choice at its own expense. Without limiting the provisions of Section 7.3 below, Corixa agrees to cooperate with Introgen with respect to actions brought by Introgen under this Section 7.2(a) at Introgen’s request and expense. If Introgen decides to undertake such suit, then any amounts received by Introgen in such Action with respect to infringement that occurred prior to the judgment awarding such amounts shall be included, after deducting the costs incurred by Introgen in connection with such Action, in Annual Net Sales hereunder.
(b) If Introgen elects not to so initiate an action to enforce the Licensed Patents against a commercially significant infringement by a Third Party within the Field, within one hundred eighty (180) days of a request by Corixa to do so, Corixa may initiate such action at its expense; provided, however, that Corixa shall keep Introgen reasonably informed as to the defense and/or settlement of such action, as requested from time to time by Introgen, and provided that there is not then ongoing a litigation in any country with respect to the Licensed Technology. Introgen shall have the right to participate in any such action with counsel of its own choice at its own expense. Introgen agrees to cooperate with Corixa with respect to actions brought by Corixa under this Section 7.2(b) at Corixa’s request and expense. If Corixa undertakes such suit, then, after deducting the costs incurred by Corixa in connection with such Action, Introgen shall be entitled to receive [***] ([***]%) of any amounts received by Corixa in such action.
(c) Upon Introgen’s reasonable request, Corixa agrees to use reasonable efforts, including, but not limited to, with respect to the exercise of rights under the Columbia Agreement (as defined in Section 10.1) to cause Columbia (a...
Infringement. 11.2.1 Par and Advancis shall inform each other promptly in writing of any alleged or suspected infringement by a Third Party of any of Advancis Patent Rights, Advancis Know-How or Program Developments, and of any available evidence thereof.
11.2.2 Subject to Sections 11.2.3 and 11.2.4, Advancis may, at its sole option and expense, prosecute the infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments. 29 --------------------------------------------------------------------------------
11.2.3 In the event that a Third Party infringes Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis by manufacture, sale or use of a Product in the Territory (a "PRODUCT INFRINGEMENT"), then the Parties shall discuss whether or not to institute an infringement action with respect to such Product Infringement. If the Parties agree to institute such a suit, then Advancis shall institute and control such suit including the settlement or compromise thereof. Par shall, at the request of Advancis, provide reasonable cooperation and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, Samples, specimens and the like. Advancis may join Par as a party, and Par shall execute all papers and perform such acts as may be reasonably required. The cost and expense of such suit shall be shared by the Parties equally. Any royalties, payments, damages, expense, fees or other awards (collectively, "DAMAGES"), received by Advancis and/or Par as a result of such suit, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit and then any remainder shall be shared by the Parties equally, with such share of the Damages to be paid to the other party, as applicable, as soon as practicable upon receipt of the Damages.
11.2.4 In the event that only Advancis does not agree to institute a suit against a Product Infringement pursuant to Section 11.2.3 within [***] of being notified of such alleged or suspected infringement, Par may, at its option and expense prosecute such infringement of any Advancis Patent Rights, Advancis Know-How or Program Developments owned by Advancis, provided that Par can demonstrate through any industry recognized survey that such sales of Product by the alleged or suspected infringer in the Territory exceeds [***] of the sales in the Territory of the Product by Par d...
Infringement. Except as disclosed on Schedule 5.11, the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.
Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Part...
Infringement. 9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence.
9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee.
9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought.
9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use.
9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required ...
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.
Infringement. 15.3.1 The Supplier represents and warrants that the Goods and/or Services, and any material, design or any other works or information provided by or on behalf of Supplier in the frameof this Contract, including theusethereof, donotinfringeany intellectual property right of a third party, and Supplier will defend, indemnify and hold harmless Purchaser, its Affiliates and Customersfrom andagainstall claims andliabilities basedon alleged or actual infringement thereof.
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.
Infringement. As of the date hereof, LICENSOR is not aware of any claim for patent infringement or the misappropriation of trade secrets, being asserted against it by any third party; or of any infringement of the patents listed on Schedule A hereto by any entity.
Infringement. The Company warrants that no third party has any claim to any trademark, patent, or proprietary interest in any product or service the Company provides to the School District. The Company will defend, hold harmless, and indemnify the School District from any claims brought by a third party against the School District to the extent based on an allegation that any Company product or service infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right of a third party. If the School District’s use of the Company’s products is restricted as the result of a claim of infringement, the Company shall do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Company product or service to avoid the infringement; (iii) procure for the School District the right to continue to use the Company product or service free of the restrictions caused by the infringement; or (iv) take back such Company product or service and refund to the School District the fees previously paid for the Company’s product or service depreciated on a straight line basis over 12 months and terminate the School District’s license to use the Company’s product.