Infringement of Third Party IP. If either Party becomes aware that its activities performed hereunder may constitute actual or alleged infringement or misappropriation of the intellectual property rights of a Third Party, it shall promptly notify the other Party and the Parties shall discuss a strategy to defend or mitigate against any actual or alleged infringement.
Infringement of Third Party IP. Each Party shall promptly notify the other Party in writing of any allegation, claim or suit that the manufacture, use or sale of any Product infringes or misappropriates a Third Party’s Patent or other Intellectual Property. Subject to ARTICLE 10, each Party shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by such Party’s activities, at its own expense and by counsel of its own choice.
Infringement of Third Party IP. Each Party shall promptly notify the other in writing of any allegation, claim or suit that the manufacture, use or sale of a Product infringes or misappropriates a Third Party’s Patent or other intellectual property rights. Subject to Article 10 and Section 7.5(e), each Party shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by such Party’s activities, at its own expense and by counsel of its own choice. In the event Purdue decides to settle any actual or alleged infringement, misappropriation or other violation of a Third Party’s intellectual property rights arising out of or related solely to the use of any Transcept Technology to Develop, manufacture or Commercialize the Product in the U.S. Territory under this Agreement, royalties payable by Purdue as a result of such settlement shall be creditable against royalties due hereunder in accordance with Section 7.5(e).
Infringement of Third Party IP. (a) During the License Term, in the event of the initiation of any suit by a third party against Alliant that a Licensed Product or the manufacture, use, sale, or importation of a Licensed Product in North America infringes such third party’s intellectual property rights, Alliant shall promptly notify BioMarin in writing, and Alliant shall have the right to defend such suit at its expense and Alliant shall provide BioMarin with notice of its intent to defend or not defend such suit, provided that BioMarin shall have the right to participate in such action at BioMarin’s expense. If BioMarin participates in such action, Alliant shall have sole control of the conduct of any such action, provided that BioMarin shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by Alliant. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayed.
Infringement of Third Party IP. In the event a claim of infringement of a Third Party’s intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost and expense and take one or more of the following actions simultaneously or sequentially:
Infringement of Third Party IP. Each Party shall promptly notify the other in writing of any allegation, claim or suit that the Development, use, or Commercialization of Compound or a Product infringes or misappropriates a Third Party’s Patent Rights or other intellectual property rights. Subject to Section 6.3(d), each Party shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by such Party’s activities, at its own expense and by counsel of its own choice. OV shall be solely responsible for obtaining, at its sole expense and subject to Section 6.3(d), any agreements with Third Parties required in order to lawfully exercise its rights and responsibilities under this Agreement.
Infringement of Third Party IP. In the event that any third party makes any written assertion against Service Provider, any of its Affiliates, or its or their representatives, or Service Provider reasonably determines, with advice from counsel, that there is a material risk, that (i) the provision of the Services infringes or otherwise violates the Intellectual Property rights of any third party or (ii) Service Provider, any of its Affiliates, or its or their representatives, are liable to any third party in connection with the provision of the Services to a Recipient, in each case to the extent such liability is not due to a breach of this Agreement by Service Provider, then Service Provider may provide written notice to the applicable Recipient describing, in reasonable detail, such liability or liability risk, and the circumstances giving rise thereto. If such Recipient does not provide written assurances of its assumption of responsibility for all of Service Provider’s, any of its Affiliates’, or its or their representatives’ reasonable out-of-pocket costs and expenses in connection with such matters, or timely pay for any such costs and expenses on a monthly, as incurred basis, then, upon ten (10) days prior written notice, Service Provider may terminate the Services giving rise to such costs and expenses; except that such Recipient shall have no such obligation if due to Service Provider’s gross negligence or willful misconduct, or use of Service Provider’s own Intellectual Property (which, for purposes of clarity, excludes Acquired Intellectual Property). For clarity, the applicable Recipient who is receiving the infringing Services is responsible for liabilities to third parties for Intellectual Property infringement arising from the provision of the Services, except to the extent (i) due to the failure by Service Provider to maintain any existing agreements with third parties acquired as Purchased Assets (or any replacement contracts that Service Provider may elect to enter into during the Term), subject to and in accordance with this Agreement, but excluding to the extent such Recipient would have been required to make payments under this Agreement had the relevant agreement been maintained, or (ii) caused by the gross negligence or willful misconduct of the Service Provider, breach of this Agreement by Service Provider, or use of Service Provider’s own Intellectual Property (which, for purposes of clarity, excludes Acquired Intellectual Property).
Infringement of Third Party IP. 7.6 There are no existing, pending or threatened claims against any Group Company in respect of any infringement of the IP of any other person, and no such claims have been made or threatened in the last six years.
Infringement of Third Party IP. To Immatics’ Knowledge, the Development, Manufacture, Commercialization or other Exploitation of any Licensed Compound or Licensed Product does not infringe any Patents of any Third Party or misappropriate any Know-How of any Third Party. To Immatics’ Knowledge, Immatics has not (a) infringed any Patents of any Third Party or (b) misappropriated any Know-How of any Third Party, in each case ((a) and (b)), in connection with its Development or Manufacture of any Licensed Compound or Licensed Product. No claim or litigation has been brought or, to Immatics’ Knowledge, threatened in writing, by any Person alleging that the Development, Manufacture or Commercialization of the Licensed Compounds or Licensed Products, in each case, as contemplated herein, will violate, infringe, or misappropriate, any Patent or other proprietary right of any Third Party.
Infringement of Third Party IP. No action, suit, claim, arbitration, or proceeding is pending, or threatened in a writing received by TBIL or any of its Affiliates, that the Development or Commercialization (including any related Manufacturing) of any Product infringes, misappropriates, or otherwise violates any Person’s Intellectual Property rights, and there has been no such claim asserted or threatened in a writing received by TBIL or any of its Affiliates against it or any of its Affiliates. To TBIL’s Knowledge, the Development and Commercialization of the Products will not infringe, misappropriate, or otherwise violate any Person’s Intellectual Property rights.
