Infringement of Third Party Rights Sample Clauses
The "Infringement of Third Party Rights" clause defines the parties' responsibilities and liabilities if the contract's subject matter violates the intellectual property or other legal rights of a third party. Typically, this clause requires one party to warrant that their products, services, or deliverables do not infringe on patents, copyrights, trademarks, or other protected rights, and may obligate them to defend and indemnify the other party against related claims. Its core function is to allocate risk and protect the non-infringing party from legal and financial consequences arising from third-party infringement claims.
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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. Genentech 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 Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis 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 Genentech fails to proceed in a timely fashion with regard to such defense, Curis 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 Genentech 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. Curis 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 Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech 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 Curis fails to proceed in a timely fashion with regard to such defense, Genentech 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 Curis 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 hereunder without the consent of such Party.
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 Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Neither Party shall have the right to settle any patent infringement litigation under this Section 8.6 in a manner that diminishes the rights or interests of the other Party without the written consent of such other Party (which shall not be unreasonably withheld).
Infringement of Third Party Rights. (a) If any third party claims or institutes legal action against the Licensee alleging that the manufacture, sale, or use of the Licensed Products under the license conferred by this Agreement infringes patent rights of such third party, the Licensee shall promptly notify the Licensor in writing of such claim or action.
(b) Upon such notice, the Licensor and the Licensee shall consult and discuss whether it would be reasonable to bring or defend any suit or proceeding concerning infringement of a third party's patent in the Territory or whether other measures should be undertaken in order to avoid the time and expense inherent in any such suit or proceeding. Both parties shall have the right to participate, at their own expense and through counsel of their own choosing, in any settlement discussions relating to, or the defense of, any claim of infringement lodged as a consequence of the Licensee's marketing of Licensed Products within the Territory under the license conferred by this Agreement.
(c) Should the Licensee or its sublicensees be required either by judgment, award or decree, or by settlement consented to by the Licensor (which consent shall not be unreasonably withheld) to make royalty payments to a third party (other than an Affiliate of Licensee) as a consequence of any claim that the Licensee's or its sublicensees' marketing of the Licensed Products in a country within the Territory, under the license conferred by this Agreement, infringes patent rights of such third party, it is agreed that the running royalties due and payable to the Licensor under this Agreement for the manufacture, use and sale of the Licensed Products in such country shall be reduced by an amount equal to that which the Licensee or its sublicensees are required to pay said third party; provided, that (i) Licensee promptly notifies Licensor in writing of any such claim of infringement, (ii) Licensee cooperates fully with the Licensor, at the Licensee's expense, in the defense thereof, and (iii) Licensee allows the Licensor to control the defense to such claim and any settlement discussions relating thereto.
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 pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Maxim’s activities at its own expense and by counsel of its own choice, and Myriad shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s activities at its own expense and by counsel of its own choice, and Maxim shall have the right, 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 patent infringement litigation under this Section 8.5 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).
Infringement of Third Party Rights. 5.1 If a third party objects to the Licensee’s use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement.
5.2 In the event of an Infringement Claim, HW shall be entitled to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement.
5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.
Infringement of Third Party Rights. If any Product used or sold by Artiva or its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent, each Party shall promptly notify the other Party. Neither Party shall have the right to settle any patent infringement litigation under this Section 4.6 in a manner that diminishes the rights or interests of the other Party without the written consent of such other Party (which shall not be unreasonably withheld).
Infringement of Third Party Rights. 6.4.1 If any warning letter or other notice of infringement is received by a Party, or legal suit or other action is brought against a Party, alleging infringement of third party rights in the manufacture, use or sale of any Assigned Product or use of any Patents, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.
6.4.2 Somantis shall have the right but not the obligation to defend such suit to the extent that it relates to the Field, and shall have the right to settle with such third party, provided that if any action or proposed settlement involves the making of any statement, express or implied, concerning the validity of any Patent, the consent of The School of Pharmacy must be obtained before taking such action or making such settlement.
Infringement of Third Party Rights. (a) Each Party shall promptly, but in any event no later than ten (10) days after receipt of notice of such action (but no less than ten (10) Business Days before the expiry of any statutory timeline for taking action), notify the other in writing if any Third Party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, either Party, or any of their respective Affiliates or sublicensees or subcontractors, claiming that the Development, Manufacture or Commercialization of the Licensed Compound or Licensed Product infringes a Third Party Patent or constitutes an unauthorised use or misappropriation of Third Party Know-How (an “Infringement Claim”).
(b) Indivior shall have the first right but not the obligation to control the defence of any Infringement Claim. If Indivior assumes the defence of such Infringement Claim, Indivior shall bear the costs of such defence (unless such Infringement Claim is indemnifiable by Aelis pursuant to Section 13.2). Aelis will cooperate and assist Indivior in any such litigation controlled by Indivior. For purposes of Section 11, the Party that defends the Infringement Claim and/or Infringement Actions (as defined below in Section 11.3.2(b)) shall be referred to as the “Controlling Party”.
(c) In the event that Indivior is the Controlling Party in any action that was brought solely against Xxxxx, Aelis shall take actions to enable Indivior to assume control of such action, in the name of Aelis if reasonably necessary.
(d) The Controlling Party will have the exclusive right to hire, dismiss and direct attorney(ies) and/or solicitor(s) to represent it (and in the event that the claim is brought against both Parties, to represent it and the other Party) with respect to the applicable Infringement Claims. The Controlling Party will have the exclusive right to settle any Infringement Claim, in consultation with the other Party but without consent of the other Party, unless such settlement: (i) would have an adverse impact on the other Party’s rights or ability to perform its obligations under this Agreement, (ii) makes any admission regarding wrongdoing by the other Party, or the invalidity, unenforceability, limitation or absence of infringement of any Licensed Technology; (iii) subjects the other Party to an injunction or other equitable relief; or (iv) obligates the other Party to make a monetary payment, in each such case of (i)-(iv), the consent of the other Party shall be required a...
Infringement of Third Party Rights. Each Party will promptly notify the other Party in writing of any notice or claim of any infringement or commencement against it of any suit or action for infringement of a Third Party patent (“Third Party Claim”) based upon or arising from actions taken under the licenses granted in this Agreement. ISB will have the first right, but not the obligation, to defend and settle such Third Party Claim, provided, however, that ISB will not make any settlements of any suit, proceeding or action relating to an infringement of any patent or trademark in connection with this Agreement without first obtaining Lifecore’s (and CCF’s to the extent required by the CCF Agreement) prior written consent, such consent not to be unreasonably withheld or delayed, if the settlement would admit the invalidity or unenforceability of any Sublicensed Patent or Licensed Trademark. If ISB opts not to defend or settle such Third Party Claim, it will notify Lifecore of such decision and at Lifecore’s expense, Lifecore will have the right to undertake the defense or settlement of such Third Party Claim. Lifecore will not make any settlements of any suit, proceeding or action relating to an infringement of any patent or trademark in connection with this Agreement, if the settlement would admit the invalidity or unenforceability of any Sublicensed Patent or Licensed Trademark. In the event that neither ISB nor Lifecore elects to defend or settle such Third Party Claim, or in the event ISB is permanently enjoined from exercising its license rights granted hereunder pursuant to a Third Party Claim and cannot obtain a license from that Third Party on reasonably acceptable terms within six months of such judgment, then either ISB or Lifecore may, in its sole discretion upon written notice to the other party, terminate the rights and obligations under this Agreement with respect to the Sublicensed Patent or Licensed Trademark subject to such Third Party Claim.
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 RECEPTORS or LICENSEE pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Subject to the following sentence, RECEPTORS shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities at its own expense and by counsel of its own choice. If any Third Party claim alleges that the manufacture, use or sale of a LICENSED PRODUCT infringes such Third Party’s patent rights, then LICENSEE shall have the first right to control any defense of any such claim at its expense and by counsel of its own choice, and RECEPTORS shall have the right, at its own expense, to be represented in any such action by counsel of their own choice; provided that if LICENSEE does not defend against any such Third Party claim, then RECEPTORS may assume such defense at its expense and using counsel of its own choice, in which case RECEPTORS shall keep LICENSEE fully informed with regard to the defense of such Third Party claim. RECEPTORS shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by RECEPTORS’ activities at its own expense and by counsel of its own choice. Neither RECEPTORS nor LICENSEE shall have the right to settle any patent infringement litigation under this §12.09 in a manner that diminishes the rights or interests of the other Party without first consulting the other Party.