Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any Patents or misappropriation of trade secret rights of any Third Party that is threatened, made or brought against either Party by reason of the development, manufacture, use, sale, offer for sale, importation or exportation of the Product in the Territory.
Patent Infringement Claims. If either Party receives a claim by a Third Party that any KBC or component thereof infringes a patent or misappropriates any other right of the third Party, then such Party shall notify the other Party promptly in writing within fifteen (15) days of receipt of such claim and the Parties shall provide each other with all reasonable information available to them for the defense of such claim. GP shall promptly suspend manufacture of any KBC for BMX after receipt of notice of an infringement claim, unless BMX (i) expressly instructs GP to continue to manufacture such KBC and (ii) agrees to indemnfy, protect, and hold harmless GP as to the subject matter of the infringement claim with respect to the continuing manufacture of such KBC.
Patent Infringement Claims. Everest agrees that, after the Wrong Pockets Patent Term, prior to initiating any Legal Proceeding or assisting any Third Party in any Legal Proceeding against Newco or any of its Affiliates that involves or reasonably could be expected to involve claims of infringement of any Patent, the Parties shall discuss in good faith whether such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date (and therefore should have been included in the Everest Licensed Patents licensed to Newco and its Affiliates under this Agreement or the Newco Assets). If, in such good faith discussions, the Parties determine that such Patent was used or practiced in the Newco Business in the Upstream Field or Shared Midstream Field as of the Effective Date, unless otherwise mutually agreed upon by the Parties in writing, such Patent will be licensed to Newco and its Affiliates in accordance with the terms of the Reseller Agreement, subject to the terms and conditions of any licenses and other rights previously granted by or on behalf of Everest or any of its Affiliates to any Third Parties with respect to such Patent.
Patent Infringement Claims. If the development, registration, manufacture, use, marketing or sale of Licensed Products in a country in the Territory results in a Third-Party Claim of patent infringement, the parties agree to respond to and/or defend against the Third-Party Claim as follows:
Patent Infringement Claims. NovaMed Medical Product, Mfg., Inc. agree that they will defend, hold harmless and indemnify Licensors on and from patent infringement claims against NovaMed Medical Products, Mfg., Inc. and/or Licensors on Patents or Products which are the subject of this Agreement. Licensors agree to provide technical assistance, exclusive of the services they are providing under other sections of this Agreement, to assist in the defense of such actions.
Patent Infringement Claims. Licensor shall at its own expense defend Licensee in any suit brought against Licensee based an the charge that Licensee's manufacture or sale of Product hereunder constitutes an infringement of any letters patent of the Federal Republic of Germany, and Licensor agrees to pay any award of damages made in any such suit by a court of last resort or by any lower court, if Licensor shall not have duly appealed from and secured a reversal of the decision of such lower court; provided that Licensee shall notify Licensor promptly of such suit and assist Licensor (exclusive of financial assistance) in defending such suit, and deliver to Licensor, without cost to Licensor, any information in Licensee’s possession pertinent to the issue involved. Licensee may be represented in such suit by additional counsel of its own selection acting at its own expense. The foregoing indemnity shall not apply to any settlement of a suit or a proceeding made without Licensor's prior written consent.
Patent Infringement Claims. If any party discovers facts or events relating to a potential infringement of the Patent by a third party, such party shall promptly give notice of such facts or events to the other parties. Somanetics shall have the right, exercisable by written notice to the other parties within 120 days after such notice is given to the parties, to prosecute such infringement claim at its own cost and expense, and if it prosecutes such claim, to retain any resulting recovery received. If Somanetics does not provide such notice within such 120 day period or does not prosecute such claim with reasonable diligence after providing such notice, CORrestore and the Members shall have the right, exercisable by written notice to the other parties within 120 days after the later of the end of Somanetics' 120-day period and the date Somanetics ceases to prosecute such claim with reasonable diligence, to prosecute such infringement claim at its own cost and expense, and if it prosecutes such claim, to retain any resulting recovery received. Any party may prosecute such claim, at its own cost and expense, and may retain any resulting recovery received, after the expiration of all of the foregoing periods. The excess, if any, of the gross amount of any resulting recovery received by Somanetics over the amount of the costs and expenses of prosecuting such infringement claim incurred by Somanetics shall constitute "Net Sales" for purposes of this Agreement, including the Second Warrant.
Patent Infringement Claims. (a) Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any patents or misappropriation of trade secret rights of any Third Party that is threatened, made or brought against either Party by reason of the development, manufacture, use, sale, offer for sale, importation, exportation, license or marketing of the Product by either Party. As between Endo and Durect, Durect shall be solely responsible for defense of all claims, including all related costs and expenses, with respect to alleged infringement or misappropriation by the manufacture, use, sale, offer for sale, exportation and importation of the Product in the Durect Territory, so long as the alleged infringing or misappropriating activity is carried out by or on behalf of Durect, and Endo shall be solely responsible for defense of all claims, including all related costs and expenses, with respect to alleged infringement or misappropriation by the manufacture, use, exportation and importation of the Product in the Durect Territory as permitted under the Agreement so long as the alleged infringing or misappropriating activity is carried out by or on behalf of Endo.
Patent Infringement Claims. 32 8.5. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Patent Infringement Claims. (a) Effective at Closing, Purchaser shall assign to Seller and/or Xxxxx Limited the sole and exclusive right in the United States and in Canada to commence and prosecute Patent Infringement Claims against one or more of the parties described in Section 1.3(e) for infringement of the Patents, at Seller's own expense, and to collect damages for past, present and if any such infringement exists before Closing, future infringement of the Patents, including collecting any royalty or license fees for future periods and to obtain any other relief that is necessary or feasible, including the right to enjoin such parties from practicing the invention claimed in the Patents, to collect enhanced damages and/or attorneys fees for willful infringement thereof, and without limitation to secure any other relief possible. Purchaser agrees to join with Seller and/or Xxxxx Limited as a necessary party to any such litigation and agrees that Seller shall control the litigation with respect to claims for infringement. With respect to invalidity defenses and counterclaims made during the litigation, Purchaser shall control the defense of such invalidity defenses and counterclaims and shall consult with Seller with respect thereto.
