Third- party IP claims. If a third party makes a claim against Xxxxxx Xxx Ltd for the violation of the third party’s IPR relating to the Restaurant’s name, Menu, logo and/or other material provided by the Restaurant, the Restaurant shall fully indemnify and keep Xxxxxx Xxx Ltd indemnified against any losses, damages or claims of any nature and all costs resulting therefrom.
Third- party IP claims. In the event of (i) a holding in any action or proceeding enjoining Aegerion or any of its Affiliates or Sublicensees from manufacturing, using, selling, offering for sale, importing, developing or commercializing any Licensed Compounds or Licensed Products, or holding Aegerion or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Aegerion or any such party, Bayer shall refund to Aegerion royalties paid with respect to all Licensed Products affected by such action or proceeding, from the time such action or proceeding is first brought, sufficient to reimburse Aegerion and all such entities for [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all damages and costs and expenses paid or incurred by any of them with respect to such action or proceeding attributable to infringement or misappropriation of any Third Party’s patent or other intellectual property rights, provided that in no event shall Bayer be required to refund more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of any such royalties paid by Aegerion, and provided further, in the event that such refund is not sufficient to compensate for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses, Aegerion shall be entitled to reduce royalties payable to Bayer by up to [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) hereunder in each subsequent calendar quarter until such time as Aegerion recovers in full such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses.
Third- party IP claims. In relation to Claims of the kind referred to in clause 34.1(c), the parties agree that the Supplier’s liability under the indemnity under that sub-clause is reduced to the extent that Loss arising under that indemnity is caused or contributed to by:
Third- party IP claims. In the event of (a) either (i) a holding in any action or proceeding enjoining Selecta or any of its Affiliates or Sublicensees from Manufacturing, using, selling, offering for sale, importing, Developing or Commercializing any Licensed Compounds or Products, or holding Selecta or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Selecta or any such party, and (b) such action or proceeding relates to a breach of 3SBio’s representations, warranties or covenants under this Agreement or any Supply Agreement, Selecta will be entitled to reduce royalties payable to 3SBio hereunder by up to [***] percent ([***]%) in each subsequent Calendar Quarter until such time as Selecta recovers in full such [***] percent ([***]%) of all such damages and expenses.
Third- party IP claims. For the purposes of this Section 7.5, “Third Party IP Claim” shall mean, with regard to any given Patent Right or Product:
Third- party IP claims. If the Microsoft Legal and Corporate Affairs Department receives a Third Party IP Claim against Microsoft, Microsoft will provide Licensee with written notice identifying that Third Party IP Claim. “Third Party IP Claim(s)” are (i) litigation in which Microsoft is named as a defendant and served with process and which alleges that a Protocol or its implementation in Windows Clients or Windows Servers infringes a third party’s own intellectual property rights; or (ii) a written threat of litigation against Microsoft that is received by Microsoft’s Legal and Corporate Affairs Department and that alleges that a Protocol or its implementation in Windows Clients or Windows Servers infringes a third party’s own intellectual property rights, in each case with specificity and in sufficient detail for Microsoft to identify (A) the allegedly infringing Protocol or its implementation in Windows Clients or Windows Servers, (B) the allegedly infringed intellectual property, and (C) the legal and technical basis of the allegation.
Third- party IP claims. In the event of (i) a holding in any action or proceeding enjoining Zafgen or any of its Affiliates or Sublicensees from manufacturing, using, selling, offering for sale, importing, developing or commercializing any Licensed Compounds or Licensed Products, or holding Zafgen or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Zafgen or any such party, CKD shall refund to Zafgen royalties paid with respect to all Licensed Products affected by such action or proceeding, sufficient to reimburse Zafgen and all such entities for all damages and costs and expenses paid or incurred by any of them with respect to such action or proceeding attributable to infringement or misappropriation of any Third Party’s patent or other intellectual property rights, provided that, in the event that such refund is not sufficient to compensate for all such damages and expenses, Zafgen shall be entitled to reduce royalties payable to CKD under Section 5.4(a) in each subsequent calendar quarter until such time as Zafgen recovers in full all such damages and expenses.
Third- party IP claims. (a) A Party that intends to claim indemnification under this clause 13 (the “Indemnitee”) shall as soon as reasonably practicable notify the other Party in writing of any Third Party IP Claim (including, if requested by the Indemnitor, a copy of any related complaint, summons, notice or other instrument, (save where to do so would result in a breach of any obligation of confidentiality or the loss of legal professional privilege)) for which such Indemnitee intends to base a request for indemnification under this clause 13; provided, that failure to give such notification shall not affect the indemnification except to the extent the Party giving the relevant indemnity (the “Indemnitor”) has been actually prejudiced as a result of such failure.
Third- party IP claims. 13.1 RSP shall indemnify and hold POWERCHIP, its employees and officers harmless against claims or actions brought against POWERCHIP and its employees and officers based on any actual or alleged infringement of any INTELLECTUAL PROPERTY RIGHTS owned by any third party by any PRODUCT manufactured for RSP by POWERCHIP pursuant to this AGREEMENT arising from POWERCHIP’s use of TECHNICAL INFORMATION except where such claims or actions are attributable to any unlawful acts of POWERCHIP’s employees or any change to TECHNICAL INFORMATION by POWERCHIP except for such change resulting from CHANGES authorized in writing by RSP pursuant to Section 9.4.
Third- party IP claims. Customer shall promptly notify Signify of any third party claim alleging that (any part of) the Software Service(s) infringe any third party IPR ("IP Claim"). In the event of an IP Claim Signify may, in order to limit or avoid liability, terminate or suspend performance of the Software Service(s) covered by the IP Claim, without liability to Customer, provided that Signify shall, at its own option and at its own expense, provide Customer with one of the following remedies: (i) procure for Customer the right to continue using such Software Service(s); (ii) revise such Software Service(s) so that these are non-infringing; or (iii) make an appropriate refund or credit of monies paid by Customer.
