Patent and. Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Intellectual Property and any copyrights, patents, trademarks, domain names or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and other instruments that the Company shall deem necessary in order to apply for, register and obtain such rights and in order to assign and convey to the Company and its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Intellectual Property and any copyrights, patents, trademarks, domain names or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the rights transferred in this Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent and copyright, trademark or domain name registrations thereon with the same legal force and effect as if executed by me. The designation and appointment of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable.
Patent and. KNOW-HOW LICENSE TO MYOGEN FOR COMMERCIALIZATION. Upon the terms and subject to the conditions of this Agreement, including, without limitation, the royalty payment obligations herein, HMR grants to Myogen an exclusive (even as to HMR and its Affiliates) license under the HMR Patents and HMR Know-how to conduct manufacturing, pre-marketing activities, commercialization (including the right to make, have made, use, import, sell, offer for sale and have sold) and related activities in the Territory with respect to Enoximone and any Product in accordance with the terms of this Agreement; [*#*]
Patent and. Copyright Protection If any patented or copyrighted material is involved in or results from the performance of this Contract, this Article shall apply.
Patent and. Copyright Indemnification ------------------------------------
Patent and. A. The CONTRACTOR shall report to the COUNTY, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this contract of which the CONTRACTOR has knowledge.
Patent and. Copyright Registrations. 1 will assist the Corporation, or its designee, at the Corporation's expense, in every proper way to secure the Corporation's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, including, but not limited to, the disclosure to the Corporation of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Corporation shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Corporation, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. My obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after my employment ends for any reason and/or after the te1mination of this Agreement. If the Corporation is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Corporation as above, then I hereby irrevocably designate and appoint the Corporation and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.
Patent and. COPYRIGHT INDEMNIFICATION VIENNA SYSTEMS shall defend, indemnify and hold harmless RESELLER from and against all costs and damages, resulting from any claim that the Products supplied under this Agreement infringe any third party's copyright or patent rights in Canada, provided that: a) RESELLER promptly notifies VIENNA SYSTEMS in writing of any such claims, b) VIENNA SYSTEMS has sole control of the defense and all related settlement negotiations, and c) RESELLER has not made any admissions in respect of the claim. Notwithstanding the foregoing, VIENNA SYSTEMS shall have no liability to the extent to which the infringement results from: (i) VIENNA SYSTEMS' adherence to RESELLER's or its customers' instructions or specifications; (ii) use of the Products in conjunction with any other products not supplied or approved by VIENNA SYSTEMS; or (iii) unauthorized use, modification or distribution of the Products. In the event that RESELLER's or its customers' use of the Products is enjoined as a result of any such infringement, VIENNA SYSTEMS shall, at is option, either a) obtain for RESELLER and its customers the right to continue using the infringing Products; b) replace same with non-infringing, but functionally equivalent products; or c) accept return-of the Product and refund to the RESELLER the amount paid to VIENNA SYSTEMS by the RESELLER for the Product: less a reasonable amount for depreciation. 111 THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF VIENNA SYSTEMS AND THE ENTIRE REMEDY OF RESELLER WITH RESPECT TO THE INFRINGEMENT BY THE PRODUCTS OF ANY PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL VIENNA SYSTEMS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
Patent and. Copyright Indemnification 18.1 As of the execution of this agreement, IDW warrants that there are no pending or threatened legal actions or proceedings before any court or administrative agency that may adversely affect IDW's ability to perform its obligations in accordance with this agreement. IDW represents and warrants that it has conducted, and will conduct, all patent, trademark and copyright searches necessary to identify and evaluate any potential infringement claims with respect to the product. 18.2 ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ shall promptly notify IDW in writing of any claims made against ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ that product supplied hereunder infringes the intellectual property rights of a third party. IDW shall pay all of ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ damages, attorney's fees and costs incurred in connection therewith, but shall not be responsible for any compromise made by ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ without its written consent. 18.3 Notwithstanding any termination or cancellation of this agreement, IDW agrees to indemnify, defend and hold ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ and its employees, officers, directors, subsidiaries, affiliates, successors and assigns harmless from and against all claims, damages, losses, costs and expenses, including attorneys' fees, arising from any third party claims asserted against ^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^ and its employees, officers, directors, subsidiaries, affiliates, successors and assigns, that are based in part or in whole on any of the following: (a) the products, product specifications or any information, technology and processes supplied by IDW; and (b) that any item in subsection (a) infringes or violates any patent, copyright or other
Patent and. Copyright Indemnity For purposes of this Section, the term "Product" includes Materials, Machine Code and Licensed Internal Code. If a third party claims that a Product IBM provides to the U.S Government Customer infringes that party's patent or copyright, IBM will indemnify the Government, its officers, agents, and employees against liability, at IBM's expense and pay all costs, damages, and attorneys fees that a court finally awards or that are included in a settlement approved by IBM, provided that the Government:
