Actual or Threatened Disclosure or Infringement Sample Clauses

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) of any funds that shall remain from said recovery shall be paid to Rigel and the balance of such funds shall be retained by Pfizer. Each Party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expense.
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Actual or Threatened Disclosure or Infringement. Each party shall promptly notify the other party in writing of any alleged or threatened infringement of Helicon's Patent Rights, Roche's Patent Rights or Joint Patent Rights of which it becomes aware.
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Actual or Threatened Disclosure or Infringement. Isis will cooperate with Pfizer, at Pfizer’s expense, in any action taken by Pfizer to prevent unlawful infringement of Program Technology Patent Rights.
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Actual or Threatened Disclosure or Infringement. When information comes to the attention of either Tanabe or OSI to the effect that a Tanabe Patent, OSI Patent or Joint Patent or Improvement relating to a Compound or Product have been or are threatened to be unlawfully disclosed or that any of the rights granted by this Agreement have been or are threatened to be unlawfully infringed, such party shall notify the other party in writing and the Selling Party shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful disclosure or infringement, including the right to bring or defend any suit, action or proceeding involving any such disclosure or infringement. The Selling Party shall notify the Royalty-Receiving Party promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If the Selling Party determines that it is necessary or desirable for the Royalty-Receiving Party to join any such suit, action, or proceeding, the Royalty-Receiving Party shall execute all papers and perform such other acts as may be reasonably required to permit the Selling Party to act in the Royalty-Receiving Party's name. If Tanabe is the Selling Party, and Tanabe determines that it is necessary or desirable for Vanderbilt to join any such suit, action, or proceeding, OSI shall undertake to have Vanderbilt execute all papers and perform such
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Actual or Threatened Disclosure or Infringement. When information comes to the attention of SANKYO to the effect that any Patent Rights or Joint Technology
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Actual or Threatened Disclosure or Infringement. When information comes to the attention of the Developing Party to the effect that any Patent Rights relating to a Product have been or are threatened to be unlawfully infringed, the Developing Party shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. The Developing Party shall notify the Licensor promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If the Developing Party determines that it is necessary or desirable for the Licensor to join any such suit, action or proceeding, the Licensor shall, at the Developing Party's expense, execute all papers and perform such other acts as may be reasonably required to permit the Developing Party to commence such action, suit or proceeding in which case the Developing Party shall hold Licensor free,
Sample 1

Related to Actual or Threatened Disclosure or Infringement

  • Pending or Threatened Litigation All material threatened or pending litigation against the Contractor or its Affiliates has been disclosed in writing to FAC prior to the Execution Date. For purposes of this Section, litigation is material if a final finding of liability against the Contractor or its Affiliate(s), would create a substantial likelihood that the Contractor’s ability to perform its obligations under this Contract would be significantly impaired. Any new material litigation filed against the Contractor or its Affiliates after the Execution Date will be disclosed in writing to FAC within ten (10) Business Days of receipt by the Contractor of notice new pending litigation. For purposes of this Section the term “litigation” shall mean any formal judicial or administrative proceeding.

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • Notification of Threatened Action Each Party will immediately notify the other Party of any information it receives regarding any threatened or pending action, inspection or communication by any Regulatory Authority, which may affect the safety or efficacy claims of any Licensed Product or the continued marketing of any Licensed Product. Upon receipt of such information, the Parties will consult with each other in an effort to arrive at a mutually acceptable procedure for taking appropriate action.

  • No Threatened or Pending Litigation On the Closing Date, no suit, action or other proceeding, or injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • No Infringement by Third Parties To the Knowledge of the Company, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned or licensed by the Company, and no such claims have been brought against any third party by the Company.

  • No Material Litigation No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

  • No Illegal or Improper Transactions None of the Company, any Shareholder or any of the Company's directors, officers or employees has, directly or indirectly used funds or other assets of the Company, or made any promise or undertaking in such regard, for (a) illegal contributions, gifts, entertainment or other expenses relating to political activity; (b) illegal payments to or for the benefit of governmental officials or employees, whether domestic or foreign; (c) illegal payments to or for the benefit of any person, firm, corporation or other entity, or any director, officer, employee, agent or representative thereof; or (d) the establishment or maintenance of a secret or unrecorded fund; and there have been no false or fictitious entries made in the books or records of the Company.

  • Infringement by Third Party (a) Each party will promptly notify the other party of any infringement or possible infringement of any of the Patents or other Licensed Technology. Licensee shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, UM shall cooperate with Licensee, at UM’s expense. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on UM or grants any rights to the Licensed Technology which are inconsistent with the rights and obligations of Licensee or UM pursuant to this Agreement, without UM’s written consent.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

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