Infringement Claims. You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disab...
Infringement Claims. Altova will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you by a third party that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Altova in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Altova at no cost such assistance and cooperation as Altova may reasonably request from time to time in connection with the defense of the Claim. Altova shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Altova deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Altova shall pay actual damages, costs, and attorney fees awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Altova’s legal counsel the Software is likely to become the subject of a Claim, Altova shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Altova’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Altova, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Altova. THE FOREGOING CONSTITUTES ALTOVA’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply to situations where the alleged infringement, whether patent or otherwise, is the result of a combination of the Altova software and additional elements supplied by you.
Infringement Claims. OT will defend Licensee from any Claim, to the extent the Claim arises solely as a result of Licensee's use of the Software in accordance with the License Documents. This defense will not apply to a Claim to the extent caused by: (a) Licensee’s failure to incorporate a Software update or upgrade that would have avoided the alleged infringement;
Infringement Claims. If the use of any Collaboration Product in clinical trials in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso' s own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Technology, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Infringement Claims. Vendor shall defend, indemnify and hold harmless BTE from and against any and all claims, suits, liabilities, expenses, attorney’s fees or damages (collectively “Claims”) for any alleged or actual infringement or violation of any third party’s copyright, patent, trade secret, trademark or other intellectual property right arising in connection with this Agreement and any act or omission hereunder. Vendor’s obligations hereunder are conditioned upon: (i) BTE giving Vendor prompt written notice of all Claims; (ii) Vendor being given full authority to assume the sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be done without prejudice to the right of BTE to continue the use of the alleged infringing system, method, apparatus, proprietary information, work or xxxx; and (iii) BTE cooperating fully with Vendor to facilitate defense or settlement of such Claim. In any such suit, if the use of the alleged infringing intellectual property is held to constitute an infringement and is enjoined, or if in light of any Claim Vendor deems it advisable to do so and can do so without, in BTE’s reasonable opinion, impairing or adversely affecting the Equipment or BTE’s use thereof, Vendor may at Vendor’s sole option and expense: (i) procure the right to continue the use of the same for BTE; or (ii) replace or modify the same to be free of the infringement claim. Any settlement of any such Claim that imposes any liability or limitation on BTE shall not be entered into without the prior written consent of BTE. Should BTE enter into settlement of any such Claim without Vendor as a signatory to the settlement and Vendor is not in breach of its obligations, BTE waives any claims that it may have to Vendor for contribution to the settlement and/or defense costs.
Infringement Claims. No infringement, misappropriation, or similar claim or Proceeding is pending or, to the Knowledge of the Acquired Corporations, threatened against any of the Acquired Corporations or against any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by any of the Acquired Corporations with respect to such claim or Proceeding. None of the Acquired Corporations has ever received any notice or other communication (in writing or electronic) relating to any actual, alleged, or suspected infringement, misappropriation, or violation by any of the Acquired Corporations, any of their employees or agents, or any Company Product of any Intellectual Property Rights of another Person, including any letter or other written or electronic communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another Person.
Infringement Claims. XXXX will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either:
Infringement Claims. 5.1 XXXX will, at its expense, defend, indemnify and hold Customer harmless from any claim or suit brought against Customer alleging that a Product infringes a patent, copyright or trade secret, and XXXX will pay all costs and damages in a settlement or award resulting therefrom, if Customer promptly notifies XXXX of the claim and gives XXXX reasonably requested information and cooperation and sole authority to defend and settle the claim.
Infringement Claims. If the manufacture, importation, sale or use of a Product pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against Medarex or Celldex, such party shall promptly notify the other party hereto. The defendant shall keep each other party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Infringement Claims. With respect to any and all Claims instituted by Third Parties against Theravance or GSK or any of their respective Affiliates for patent infringement involving the manufacture, use, license, marketing or sale of an Alliance Product in the United States during the Term (each, a “Patent Infringement Claim”) as applicable, Theravance and GSK will assist one another and cooperate in the defense and settlement of such Patent Infringement Claims at the other Party’s request.
