IP Losses definition

IP Losses has the meaning ascribed to it in Section 7.2(b).
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IP Losses means any and all costs, liabilities, fees, expenses, fines, damages, judgments, penalties, and other out of pocket amounts incurred by FMI (excluding any internal FMI costs): (i) in connection with FMI’s defense (whether sole or joint) against Third-Party Infringement Suits; or (ii) pursuant to FMI’s obligation to indemnify DiAn and other “DIAN Indemnitees” (as defined in the Laboratory Services Agreement) against Indemnifiable Losses (as defined in the Laboratory Services Agreement) arising from Third-Party Infringement Claims (as defined in the Laboratory Services Agreement) under Section 15.1.2 of the Laboratory Services Agreement.
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IP Losses shall not include any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date and, notwithstanding anything to the contrary contained in this Agreement, no Officer's Certificate may be submitted to the Depository Agent for any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date. Subject to the terms and conditions hereof, the General Escrow Amount shall be available to compensate the Parent Indemnitees for any and all Losses (whether or not involving a Third Party Claim), including IP Losses, incurred or sustained by any of the Parent Indemnitees, directly or indirectly, either as a result of (i) any inaccuracy or breach of any representation, warranty, covenant or agreement of the Company contained herein or in any instrument delivered pursuant to this Agreement or (ii) any IP Claim. Notwithstanding the foregoing, Parent may not make any claims against the Escrow Fund unless the aggregate Losses incurred or sustained exceed $300,000 (at which such time claims may be made for all Losses incurred or sustained).
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Examples of IP Losses in a sentence

  • The balance of $[***] in the General Indemnification Cap after reimbursement of $[***] of non-IP losses would be available to provide reimbursement for the $[***] in unreimbursed IP Losses.

  • Subject to the terms and conditions hereof, the IP Escrow Amount shall be available to compensate Parent and its officers, directors, employees, agents, Affiliates and Associates (the "Parent Indemnitees") for any and all payments and disbursements made by any of the Parent Indemnitees (including attorneys' fees and other expenses of litigation, and amounts paid in settlement), directly or indirectly, as a result of IP Claims ("IP Losses").

  • If no Action relating to potential Indemnified IP Losses is pending on the due date for the Sixth Payment, then TriZetto shall make the Sixth Payment on the due date, minus any amounts previously offset in accordance with this paragraph.

  • Notwithstanding anything to the contrary in this Agreement or the Ex-US Commercialization Agreement, the Parties agree to allocate any and all IP Losses (as defined below) in accordance with Table 1- IP Loss Tiers below.

  • If FMI were to incur US$[…***…] in IP Losses during a Calendar Quarter, and had incurred US$[…***…] in aggregate IP Losses prior to such Calendar Quarter, Roche’s reimbursement to FMI for IP Losses incurred by FMI during such Calendar Quarter would be calculated as follows: [US$[…***…]] + [US$[…***…]] = US$[…***…].

  • For example, if FMI were to incur US$[…***…] in IP Losses during a Calendar Quarter, and had not incurred any IP Losses prior to such Calendar Quarter, Roche’s reimbursement to FMI for IP Losses incurred by FMI during such Calendar Quarter would be calculated as follows: [US$[…***…]] + [US$[…***…]] = US$[…***…].

  • The term "IP Losses" shall not include any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date and, notwithstanding anything to the contrary contained in this Agreement, no Officer's Certificate may be submitted to the Depository Agent for any expenses of litigation which relate to any of the IP Claims and which are incurred prior to the Closing Date.

  • By way of example only, assume hypothetically that there are Losses excluding IP Losses of $[***] and IP Losses of $[***].

  • With respect to any claim for Losses resulting from a breach of Sellers’ representations and warranties set forth in Section 3.10 of this Agreement or the SDMA Sublicense (“IP Losses”), Sellers shall indemnify the Indemnified Parties (i) for the first $3,000,000 of IP Losses and (ii) for 50% of any additional IP Losses in excess of $3,000,000, subject to Section 11.5(d).

  • In such case, the IP Losses would first be used against the IP Indemnification Cap, after which there would be $[***] in unreimbursed IP Losses.

Related to IP Losses

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.