Infringement by Others. PROTECTION OF PATENTS
Infringement by Others. Protection of Patents - Purchaser shall promptly inform Bxxxxx of any suspected infringement of any Patent by a third party. Sublicense - Purchaser may grant royalty free sublicenses. Assignment - Purchaser may assign this Agreement to any majority owned Affiliate or to Newco, as defined in the Asset Purchase Agreement. Upon assigning this Agreement to Newco, Bxxxxxxx shall have no further obligations arising from this Agreement. Successors and Assigns - Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective representatives, successors and assigns. Neither party may assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other party. Dispute Resolution - Disputes or claims under this Agreement shall be limited to money damages. The parties hereto agree to resolve any dispute or disagreements, excluding any dispute relating to patent validity or infringement, which may arise during the course of this Agreement as follows: ● First, Bxxxxx and Purchaser’s senior management will meet to attempt in good faith to resolve such dispute or disagreement; ● If no resolution is reached, either party may request a one-day meeting with a mediator; ● If no resolution is reached by mediation, such dispute or disagreement will be submitted for binding arbitration pursuant to the rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such dispute will be resolved by arbitration before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notices - Notices will be given by (a) certified mail (b) fax, (c) courier service, or (d) electronic mail (e-mail). Certified mail or courier service notice is effective on the earlier of 5 days from being deposited for delivery or the date on the mail or courier receipt. Fax and e-mail notice are effective when the sender receives confirmation that the fax was sent or the e-mail received. A party will send notice to the following mail or e-mail address or another address about which the party gives thirty (30) days prior written notice: TO Bxxxx Xxxxxx: Bxxxx Xxxxxx TO Purchaser: Axxx Xxxxxxxx Scope of Agreement - This Agreement shall be interpreted in concert with the Asset Purchase Agreement as previously referenced in this Agreement. In the event of any conflict between the t...
Infringement by Others. During the six month term, and only during that ---------------------- term referenced in Section 2.1(a), Licensee may notify AT&T of what Licensee in good faith believes is an infringement of any claim of the Licensed Tier 1 Patents by a Tellium Competitor. Together with such notice, Licensee shall provide AT&T credible evidence establishing that at least one claim of the Licensed Tier 1 Patents is infringed by such unauthorized use by the Tellium Competitor. AT&T shall analyze the evidence to determine whether at least one claim of the Licensed Tier 1 Patents is infringed. AT&T shall have the option, but not the obligation, to seek redress for such infringement at its own expense and shall be entitled to any recovery therefor. In any action for such infringement, Licensee shall reasonably cooperate with AT&T at AT&T's reasonable expense. Licensee shall have no right, authority or standing to bring any action against any third party relating to the third party's infringement of the Licensed Patents. If AT&T determines that Licensee's evidence does not establish infringement and Licensee desires an independent assessment of the evidence provided to AT&T, the Parties shall agree to submit the issue of infringement to outside patent counsel, mutually acceptable to the Parties, for an opinion as to whether or not infringement exists. The outside patent counsel shall agree to represent both Parties in the matter of the opinion and shall render its opinion based solely on the evidence previously provided by Licensee to AT&T. The opinion shall be rendered within a short time frame, with the cost shared equally by the Parties. Both Parties shall maintain the opinion and all information concerning any alleged infringement in strict confidence and shall not provide information regarding the opinion, including the fact that an opinion was sought and rendered, to any third party without the express written consent of the other Party. In the event that AT&T or the outside patent counsel determines that the evidence provided by Licensee establishes infringement, and AT&T, in its sole discretion, determines not to seek redress for such infringement during the six month term referenced in Section 2.1(a), those shares, and only those shares, held in escrow as set forth in Section 3.4 in the Stock Purchase Agreement shall be returned to Licensee, as set forth in Exhibit B to the Escrow Agreement. However, in the event that during the six month term referenced in Section 2....
Infringement by Others. Prosecution Under the Direction of the Joint Steering Committee. Metasyn and MKG shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included in the Metasyn Patent Rights licensed hereunder to MKG of which they become aware, and the Joint Steering Committee shall consider the action to be taken. In the event that the Joint Steering Committee elects to prosecute the said infringement, it will determine which Party shall do so using counsel approved by the Joint Steering Committee, and no settlement, consent judgment or other voluntary final disposition of the suit may be entered into by either of the Parties without the consent of the Joint Steering Committee. The costs of such prosecution will be considered Development Costs if incurred during the Development Phase of any Licensed Product and Costs of Goods Sold if incurred thereafter. Any recoveries or damages derived from such action will be treated as Net Sales.
Infringement by Others. Protection Of Patents
Infringement by Others. Licensee shall notify PROVIDER in the event that Licensee becomes aware of any unauthorized infringement of any Patents of the PROVIDER. The PROVIDER shall have the option, but not the obligation, to seek redress for such infringement at its own expense and shall be entitled to any recovery therefor. In any action for such infringement, Licensee shall reasonably cooperate with PROVIDER at PROVIDER's reasonable expense. Licensee shall have no right, authority or standing to bring any action against any third party relating to the third party's infringement of the Licensed Software.
Infringement by Others. Except as set forth on Section 2.8(l) of the Disclosure Schedule (i) to the Knowledge of the Company, no Person is infringing, misappropriating, using or disclosing without authorization, or otherwise violating any Owned Company Intellectual Property and (ii) neither the Company nor any of its Subsidiaries has made any claims with respect to infringement of any Owned Company Intellectual Property against any person, nor has the Company issued any written communication inviting any Person to take a license, authorization, covenant not to xxx or the like with respect to any Owned Company Intellectual Property (other than in connection with licenses granted by the Company or any of its Subsidiaries in the ordinary course of business and not related to any infringement or other violation by the licensee or potential licensee).
Infringement by Others. Licensee agrees to inform Teletrac promptly of any possible infringement of, or unfair competition affecting, the Radio Location System in the Territory, including the RLS Licensed Software and RLS Licensed Technical Information, that comes to the attention of Licensee. If Teletrac decides to take action against any such possible infringement or act of unfair competition, Licensee agrees to assist Teletrac, in whatever manner Teletrac may direct, and, provided that neither Licensee nor one or more of its affiliates is, in whole or part, responsible, directly or indirectly, for such infringement, at the expense of Teletrac.
Infringement by Others. As of the Effective Date and to the Knowledge of Eisai, Eisai has no reason to believe that any Person has infringed, violated or misappropriated any of the Eisai Intellectual Property in the Field or the CNS Field in the Territory.
Infringement by Others. 10.1 In the event during the Term there is any apparent infringement, by third parties of the Licensed IP, the Parties agree that Beamz shall have the sole right to proceed against such infringers at Beamz's sole discretion. All recoveries had or obtained in such suit shall belong to Beamz. Each Party shall promptly provide the other Party notice of any potential infringement. The rights granted herein in no way imply or grant a license or other rights to any of the Beamz patents, patentable inventions, software or technology or intellectual property. Licensee and its Affiliates acknowledge and agree not to bring any action seeking to invalidate or render unenforceable any of Beamz's patents.
