Infringement Allegations Sample Clauses

Infringement Allegations. In the event that a Third Party asserts or alleges that a Product manufactured or sold by DERMA or its Affiliates infringes a patent or other proprietary right of such Third Party, DERMA shall assume the defense of such claim and shall indemnify QMT for all reasonable expenses and/or damages incurred by it as a result of such claim. QMT may participate in the defense of such claim through counsel of its own choosing and at its sole expense. In the event that QMT receives notice of such assertion or allegation, QMT shall notify DERMA of such allegation or assertion. DERMA may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 10.5 in the Field; provided, however, that DERMA shall not enter into any settlement, consent judgment or other voluntary final disposition that admits or concedes that an aspect of the Patent Rights is invalid or unenforceable, without the prior written consent of QMT, which consent shall not be unreasonably withheld or delayed.
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Infringement Allegations. In the event that a Third Party asserts or alleges that a Product manufactured or sold by DERMA or its Affiliates infringes a patent or other proprietary right of such Third Party, QMT shall assume the defense of such claim and shall indemnify DERMA for all reasonable expenses and/or damages incurred by it as a result of such claim. DERMA may participate in the defense of such claim through counsel of its own choosing and at its sole expense. In the event that DERMA receives notice of such assertion or allegation, DERMA shall notify QMT of such allegation or assertion. QMT may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 12.5; provided, however, that QMT shall not enter into any settlement, consent judgment or other voluntary final disposition that admits or concedes that an aspect of the Patent Rights is invalid or unenforceable, without the prior written consent of DERMA, which consent shall not be unreasonably withheld or delayed. In the event that QMT does not assume the defense of any Third Party infringement claim, then DERMA may assume the defense of such claim with counsel of its choosing. If DERMA undertakes the defense of any Third Party infringement by litigation, DERMA may withhold the Royalty payments otherwise thereafter due QMT under Section 3.2 above and apply this withheld amount toward reimbursement of its expenses, including reasonable in-house and outside counsel attorneys’ fees, in conjunction with such litigation. Any recovery of damages by DERMA for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of DERMA relating to the suit, and next toward reimbursement of QMT for any royalties withheld pursuant to this Section 12.5. DERMA shall be entitled to the balance remaining from any recoveries, by way of judgment, award, decree or settlement resulting from such suit. *** This material has been omitted pursuant to a request for a confidential treatment and filed separately with the Securities and Exchange Commission. 19
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Infringement Allegations. In the event that a Third Party asserts or alleges that a Product manufactured or sold by BIOSARA or its Affiliates infringes a patent or other proprietary right of such Third Party, BIOSARA shall assume the defense of such claim and shall indemnify QMT for all reasonable expenses and/or damages incurred by it as a result of such claim. QMT may participate in the defense of such claim through counsel of its own choosing and at its sole expense. In the event that QMT receives notice of such assertion or allegation, QMT shall notify BIOSARA of such allegation or assertion. BIOSARA may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 10.5 in the Field; provided, however, that BIOSARA shall not enter into any settlement, consent judgment or other voluntary final disposition that admits or concedes that an aspect of the Patent Rights is invalid or unenforceable, without the prior written consent of QMT, which consent shall not be unreasonably withheld or delayed.
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Infringement Allegations. Buyer agrees to advise Seller promptly of all knowledge Buyer obtains after the Effective Date with respect to (i) any allegations that any aspect of any Product or Intellectual Property infringes upon any patent, xxxx, copyright or other intellectual property of any person or entity, (ii) any demand, suit or action brought by any person or entity in any forum that contains or asserts any such allegations, or (iii) any material infringement of Intellectual Property by any person or entity. Buyer agrees that if it is a named party in any such demand, suit or action, it will not object to the intervention or other participation by Seller in such demand, suit or action, at Seller’s election and expense. Subject to Section 4.4 and Section 9.2, Seller retains the exclusive right to protect or defend the Intellectual Property but shall not be obligated to do so and does not warrant the validity of the Intellectual Property.
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Infringement Allegations. In the event that a Third Party asserts or alleges that a Product manufactured or sold by VIRIDIS or its Affiliates infringes a patent or other proprietary right of such Third Party, VIRIDIS shall assume the defense of such claim and shall indemnify QMT for all reasonable expenses and/or damages incurred by it as a result of such claim. QMT may participate in the defense of such claim through counsel of its own choosing and at its sole expense. In the event that QMT receives notice of such assertion or allegation, QMT shall notify VIRIDIS of such allegation or assertion. VIRIDIS may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 10.5 in the Field; provided, however, that VIRIDIS shall not enter into any settlement, consent judgment or other voluntary final disposition that admits or concedes that an aspect of the Patent Rights is invalid or unenforceable, without the prior written consent of QMT, which consent shall not be unreasonably withheld or delayed. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
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Infringement Allegations. In the event that any product and/or service licensed hereunder is accused of infringing any rights of a third-party, LICENSOR has the option of indemnifying LICENSEE with respect to such claim or cause of action, and shall elect to either (a) obtain a license to use the third-party’s rights, or (b) defend against such claim or cause of action. If LICENSOR elects to defend, LICENSOR shall obtain and direct all legal representation and shall pay all associated costs for such defense. If LICENSOR elects to defend, LICENSEE shall provide, at LICENSOR’s expense, all assistance reasonably necessary to support such defense.
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Infringement Allegations. In the event that a Third Party asserts or alleges that a Licensed Vaccine manufactured or sold by GSK infringes a patent or other proprietary right of such Third Party (other than actions relating solely to the Licensed Patent Rights, such as actions alleging that the Licensed Patent Rights are dominated by Third Party patent rights or declaratory judgment actions brought against the Licensed Patent Rights), GSK shall have the right but not the obligation to assume the defense of such claim. Antigenics MA may participate in the defense of such claim through counsel of its own choosing and at its sole expense if any such claim relates to or would in any way affect the Licensed Technology or Licensed Patent Rights. In the event that Antigenics MA receives notice of such assertion or allegation, Antigenics MA shall notify GSK of such allegation or assertion. GSK may enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Section 11.4 that impacts or affects GSK’s ability to manufacture, use, sell, offer to sell, or import Licensed Vaccines pursuant to the license rights granted hereunder under the Licensed Patent Rights without the prior written consent of Antigenics MA, except if any such settlement, consent judgment, or other voluntary final disposition will affect the Licensed Technology or Licensed Patent Rights in any manner (including without limitation, the validity, enforceability, or use of the Licensed Technology or Licensed Patent Rights), in which case GSK shall obtain the prior written consent of Antigenics MA, which consent shall not be unreasonably withheld or delayed.
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Infringement Allegations 
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Related to Infringement Allegations

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • 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 Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.

  • Infringement Claims by Third Parties If the Exploitation of a Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

  • Infringement of Third Party Rights Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Allergan shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Allergan’s activities under this Agreement at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Allergan fails to proceed in a timely fashion with regard to such defense, ACADIA shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. ACADIA shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by ACADIA’s activities under this Agreement at its own expense and by counsel of its own choice, and Allergan shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If ACADIA fails to proceed in a timely fashion with regard to such defense, Allergan shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and ACADIA shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such party.

  • Third Party Infringement In the event it appears any third party infringes any patent comprised within the PATENTS OR IMPROVEMENT PATENTS, USSC shall notify LICENSOR in writing or, as the case may be, LICENSOR shall notify USSC in writing, and the parties shall discuss the possible courses of action. USSC, upon written notice to LICENSOR, shall have the primary right to initiate a legal action or proceeding for infringement against the unlicensed party or parties at USSC’s own cost and expense and for its own benefit. LICENSOR agrees to render reasonable assistance to USSC in any legal action or proceeding instituted by USSC under this paragraph. Furthermore, USSC shall keep LICENSOR informed of any legal action or proceeding brought by USSC pursuant to this Paragraph and provide LICENSOR the opportunity to participate in such action or proceeding and any proposed settlement thereof; provided however, the final decision with regard to such action or proceeding or settlement shall be in USSC’s discretion. The right to xxx infringers accorded to USSC is limited to USSC and shall not belong to any sublicensee or AFFILIATE of USSC, although USSC shall retain the right to Join any AFFILIATE or sublicensee to any legal action or proceeding contemplated by this Paragraph. Notwithstanding the right of USSC to xxx patent infringers, this Agreement shall not be construed as assigning any proprietary rights in LICENSED PRODUCTS, LICENSED PROCESSES or TECHNICAL INFORMATION to USSC. USSC expressly acknowledges that LICENSOR retains full ownership of all proprietary rights in LICENSED PRODUCTS, LICENSED PROCESSES, and TECHNICAL INFORMATION, except as to such improvements as may be originated and owned by USSC or may be jointly originated and owned by LICENSOR and USSC. Any monetary recovery in any patent infringement action or proceeding brought by USSC for infringement of any PATENTS or IMPROVEMENT PATENTS, shall inure solely to the benefit of USSC. If there is a monetary recovery, LICENSOR shall be reimbursed for its out of pocket expenses, excluding attorneys fees and expenses, in rendering assistance to USSC. In the event that USSC shall fail, within a period of six (6) months after receiving or issuing written notice of an apparent infringement, to initiate a legal action or proceeding or to commence settlement negotiations with respect to such apparent infringement, LICENSOR shall have the right but not the obligation to initiate a legal action or proceeding for infringement against the unlicensed party or parties at LICENSOR’s own cost and expense. USSC agrees to render reasonable assistance to LICENSOR in any legal action or proceeding instituted by LICENSOR under this Paragraph. LICENSOR shall keep USSC informed of any legal action or proceeding brought by LICENSOR pursuant to this Paragraph and provide USSC the opportunity to participate in such action or proceeding and any proposed settlement thereof; provided however, the final decision with regard to such action or proceeding or settlement shall be in LICENSOR’s discretion. Any monetary recovery in any such action or proceeding brought by LICENSOR for infringement of any PATENTS or IMPROVEMENT PATENTS shall inure solely to the benefit

  • Third Party Infringement Claims If the Development, Manufacture, or Commercialization of any Licensed Product in the Field in the Apollomics Territory pursuant to this Agreement results in a claim, suit or proceeding alleging patent infringement against GlycoMimetics or Apollomics (or their respective Affiliates, licensees or sublicensees) (collectively, “Third Party Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. GlycoMimetics shall have the right, but not the obligation, to direct and control the defense of such Third Party Infringement Action, at its own expense with counsel of its choice; provided, however, that Apollomics may participate in the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, GlycoMimetics agrees to keep Apollomics reasonably informed of all material developments in connection with any such Third Party Infringement Action for which GlycoMimetics exercises its right to direct and control the defense. GlycoMimetics agrees not to settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of Apollomics, without the prior written consent of Apollomics, which shall not be unreasonably withheld or delayed. If GlycoMimetics does not exercise its right to direct and control the defense of a Third Party Infringement Action that is brought against Apollomics, then Apollomics shall have such right at its own expense and to use counsel of its choice, and it shall agree to keep GlycoMimetics reasonably informed of all material developments in connection with such Third Party Infringement Action, and it shall not settle such Third Party Infringement Action, or make any admissions or assert any position in such Third Party Infringement Action, in a manner that would materially adversely affect the rights or interests of GlycoMimetics, without the prior written consent of GlycoMimetics, which shall not be unreasonably withheld or delayed. With respect to any Third Party Infringement Action in the Apollomics Territory, the Party controlling the response to the Third Party Infringement Action shall bear all costs of such action. In the event of any recovery in connection with a Third Party Infringement Action, the Parties shall allocate any such recovery in accordance with Section 9.4(d)(i)-(iv), where, solely for the purposes of recovery allocation under this Section 9.5, the controlling Party under this Section 9.5 shall be deemed an “Enforcing Party” and the applicable Third Party Infringement Action resulting in such recovery shall be deemed an “enforcement action” as described in Section 9.4(d)(i)-(iv).

  • 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.

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