VALIDITY AND INFRINGEMENT Sample Clauses

The Validity and Infringement clause defines the parties' responsibilities and protections regarding the legal status and use of intellectual property involved in the agreement. Typically, this clause addresses what happens if the intellectual property is found to be invalid or if its use results in infringement of third-party rights, often outlining procedures for notification, defense, and indemnification. Its core function is to allocate risk and clarify liability in cases where intellectual property rights are challenged, thereby protecting both parties from unforeseen legal disputes.
VALIDITY AND INFRINGEMENT. 7.1 In the event that a Valid Claim of the patent included in Assignor Patent Rights is finally held to be invalid or limited in scope by a court of competent jurisdiction from which appeal can no longer be taken, ASSIGNEE from the date of entry of the decision of such Court, shall be permanently relieved to the extent of such holding of invalidity or limitation of scope as to the obligation to pay accrued royalties on the Assigned Product in accordance with Paragraph 3.2 of Article III, provided that such Assigned Product is not covered by another Valid Claim on one or more patents coming with Assignor Patent Rights assigned hereunder which have not been held to be invalid or limited in scope as provided herein. 7.2 In the event ASSIGNOR and ASSIGNEE agree that a particular Assigned Product or the use thereof does not infringe a particular Valid Claim of any patent included in Assignor Patent Rights, ASSIGNEE shall thereafter be permanently relieved, with respect to any Assigned Product or use thereof which is the same as the Assigned Product or use thereof, agreed not to be infringed from the Assigned Product, the obligation of making further payments to ASSIGNOR which might otherwise be due under Paragraph 3.2 of Article III, such relief to be effective as of the date of entry, of such date, of such agreement; provided however, that the Assigned Product is not covered by another Valid Claim of one or more patents within Assignor Patent Rights which have not been held or agreed not to be infringed as provided, herein. 7.3 ASSIGNEE may, in its own name, bring or prosecute infringement suits against others who are infringing the patents within Assignor Patent Rights and shall be entitled to all recovery therefrom. ASSIGNEE shall have the full and sole right to control such or other proposed litigation and may discontinue any such suit or proposed litigation at any time upon giving thirty (30) days written notice of its intent to do so, to ASSIGNOR. ASSIGNOR may at their option, thereafter elect to continue such suit or other litigation at its own expense as evidenced by written notice to ASSIGNEE, and in such event, ASSIGNOR shall be entitled to all recovery therefrom, but shall keep ASSIGNEE fully advised of the progress of such continued suit or other litigation. 7.4 It is mutually agreed between the parties nothing herein contained shall be construed to require either party to expend money in litigation or in the enforcing of Assignor Patent Rights unle...
VALIDITY AND INFRINGEMENT. CNSI makes no representation or warranty as to the validity of any of its patents and applications which are included in the CNSI Patent Rights, or as to the non-infringement of any Third Party patent(s) by the manufacture, use or sale of compounds or products or the practice of any processes or methods covered by the CNSI Patent Rights by CNSI, its Affiliates or licensees. However, CNSI does represent and warrant that as of the date hereof: (i) it is unaware of any publications or activities-including, without limitation, patents, articles, and public uses or sales, by it or others, which would or might invalidate any claim(s) of any patent or patent application included in the CNSI Patent Rights, (ii) it has not conducted, or has not commissioned the conducting of, any formal or informal infringement or validity studies regarding any patent or patent application included in the CNSI Patent Rights that it has not fully disclosed in writing to Allergan prior to the date hereof; (iii) it has disclosed to Allergan any Third Party patent(s) of which it is aware that might be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the CNSI Patent Rights by Allergan, its Affiliates or sublicensees, (iv) it does not have any outstanding and unresolved claim or accusation that any compounds or products manufactured, used or sold by CNSI or any methods or process practiced by CNSI which are included in the rights granted to Allergan in this Agreement or will be used by CNSI on carrying out its obligations under this Agreement infringes or may infringe any Third Party patent(s), and (v) it does not own or license any patents or patent applications not included in the CNSI Patent Rights which would be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the CNSI Patent Rights or included in the CNSI Technology by Allergan, its Affiliates or sublicensees.
VALIDITY AND INFRINGEMENT. As of the Effective Date, Ista is not aware of any prior act or any fact which would cause it to conclude that any Licensed Patent is invalid or unenforceable, PROVIDED HOWEVER, THAT ISTA EXPRESSLY DOES NOT WARRANT THAT ANY ISTA PATENT IS VALID OR ENFORCEABLE.
VALIDITY AND INFRINGEMENT. (a) NEI shall have no right to apply for registration of any intellectual property rights in the Territory or any other country with regard to the Know-how and other technical information made available or furnished by NEC hereunder, or to apply itself as the registered licensee or user of any of the Intellectual Property Rights. (b) NEI shall promptly notify NEC of any and all infringements, imitations or illegal use of the Intellectual Property Rights and of any statements or action made or done by any person, firm or corporation disputing or impairing NEC's interest in and title to any of the Intellectual Property Rights. (c) Whenever in the opinion of NEC, any action is necessary or advisable to insure the protection or prevention against such infringements, imitations or illegal use of any Intellectual Property Rights, (i) NEC may take ant action in the courts, administrative agencies or otherwise, and (ii) upon the request of NEC and subject to and within the scope of NEC's agreement to reimburse NEI for any expenses to be incurred by NEI, NEI shall take whatever action is deemed necessary by NEC to insure such protection or prevention. NEC shall not be obligated to take any action against such infringements, imitations or illegal use and shall have no liability to NEI. NEI shall take no action with respect to any infringement, imitation or illegal use of any Intellectual Property Rights unless requested by NEC to do so. In any circumstances all the proceeds or recovery of any damages awarded in such action shall accrue to NEC. (d) In the event, however, that NEI is threatened or involved in any infringement or other like litigation in the Territory, by reason of its exercise of rights acquired under this Agreement, NEC will render to NEI such assistance as NEC, in its sole discretion, deems appropriate in defending such litigation or threatened litigation at the expense of NEI. NEC shall, in view of that the amounts of Royalties mentioned in Article 8 is a consideration only for the Intellectual Property Rights, the Know-how and other technical information necessary for the construction and operation of a Plant utilizing NEC's Technology not be held responsible by NEI (i) for infringement of any patent, utility model right, design, copyright or other intellectual property rights of third parties, or damages or cost involved in any proceeding based on such infringements, (ii) for the validity of any Intellectual Property Rights granted hereunder, or ...
VALIDITY AND INFRINGEMENT. Third Wave represents and warrants, that as of the Effective Date and to the best of its knowledge, the patents which are included in the Third Wave Patent Rights are valid, and that the manufacture, use or sale of Products or the practice of any processes or methods covered by the Third Wave Patent Rights by Third Wave, its Affiliates or licensees do not infringe any third party patents. Third Wave also represents and warrants that as of the date hereof: (i) it is unaware of any publications or activities including, without limitation, patents, articles and public uses or sales, by it or others, which would or might invalidate any claim(s) of any patent or patent application included in the Third Wave Patent Rights; (ii) it has not conducted, or has not commissioned the conducting of, any formal infringement or validity studies regarding any patent included in the Third Wave Patent Rights that it has not fully disclosed in writing to Endogen prior to the Effective Date; (iii) it has disclosed to Endogen any third party patent(s) of which it is aware that might be infringed by the manufacture, use or sale of any compounds or products or the practice of any methods or processes covered by the Third Wave Patent Rights by Endogen, or its Affiliates, or sublicensees; (iv) it does not have any outstanding or unresolved claim or accusation that any compounds or products manufactured, used or sold by Third Wave or any methods or processes practiced by Third Wave which are included in the rights granted to Endogen in this Agreement or will be used by Third Wave in carrying out its obligations under this Agreement infringes any third party patent(s); and (v) it does not own or license any patents or patent applications not included in the Third Wave Patent Rights which would be infringed by the manufacture, use or sale of any Products in accordance with this Agreement.
VALIDITY AND INFRINGEMENT. In the event that a Valid Claim of the patent included in Assignor Patent Rights is finally held to be invalid or limited in scope by a court of competent jurisdiction from which appeal can no longer be taken, Assignee from the date of entry of the decision of such Court, shall be permanently relieved to the extent of such holding of invalidity or limitation of scope as to the obligation to pay accrued royalties on the Assigned Product in accordance with Paragraph 3.2 of Article III, provided that such Assigned Product is not covered by another Valid Claim on one or more patents coming with Assignor Patent Rights assigned hereunder which have not been held to be invalid or limited in scope as provided herein.
VALIDITY AND INFRINGEMENT. 6.1 ATx hereby releases LPC from any and all claims of ATx under the Licensed Patent(s) for damages, royalties, or profits, for any infringement such as by the use, sale, or manufacture of Licensed Product(s) prior to the date of this Agreement. ATx also releases the direct and indirect vendees of LPC from any and all claims of ATx, under the Licensed Patent(s) for such damages, royalties, or profits for infringement such as by the use or resale of any such items prior to the date of this Agreement.
VALIDITY AND INFRINGEMENT. 6.2.1 So far as the Seller is aware, all the registered Group IPRs are subsisting and no outstanding notice to terminate any Group IP Agreement has been served by or on any Group Company. 6.2.2 So far as the Seller is aware, no person is infringing any of the registered Group IPRs, and no person has sought to revoke or cancel any of the registered Group IPRs. 6.2.3 So far as the Seller is aware, the operations of the Group do not infringe the Intellectual Property of any third party and no person has given notice to any Group Company threatening to revoke or cancel any of the registered Intellectual Property comprised in the Group IPRs.

Related to VALIDITY AND INFRINGEMENT

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Infringement 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

  • Patent Infringement 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE may not join such suit without the REGENTS' consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and

  • Copyright Infringement Contractor shall also indemnify, defend and hold harmless all Indemnitees from all suits or claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service ▇▇▇▇, or any other proprietary right of any person or persons in consequence of the use by the City, or any of its boards, commissions, officers, or employees of articles, work or deliverables supplied in the performance of Services. Infringement of patent rights, copyrights, or other proprietary rights in the performance of this Agreement, if not the basis for indemnification under the law, shall nevertheless be considered a material breach of contract.

  • 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 disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.