Action Against Licensee Sample Clauses

Action Against Licensee. Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right owned by a third party by reason of the use of the Patent Rights in the manufacture, use, promotion or sale of Sensors and/or Instruments. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement. Licensor hereby grants to Licensee the right to exclusive control of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee may join Licensor as a defendant, if necessary or desirable, and Licensor shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding. Licensee shall be solely responsible for all out-of-pocket defense costs (including attorney fees) incurred by Licensee with the defense of such suit, action or proceeding, and Licensee shall be entitled to retain any recovery associated with such suit, action or proceeding. Licensor shall be responsible to Licensee for half of any damages awarded to such third party in such suit, action or proceeding, or in settlement thereof. Licensor shall pay Licensee its share of such damages as follows: Within thirty (30) days of a final judgement or settlement, an amount not to exceed all royalties paid to Licensor during the period the suit, action or proceeding was pending, and to the extent any amount of Licensor's share of such damages remains, Licensee shall take a credit against all royalties thereafter payable to Licensor under Section 3.c (but not including amounts payable under Section 3.b) until all such Licensor's share of damages is paid.
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Action Against Licensee. If a declaratory judgment action is brought naming the Licensee as a defendant and alleging invalidity of any of the Licensed Rights, the Licensor may elect to take over the sole defence of the action at its own expense. The Licensee shall cooperate fully with the Licensor in connection with any such action.
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Action Against Licensee. Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right owned by a third party by reason of the use of the Patent Rights in the manufacture, use or sale of the Licensed Products. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement and shall furnish to Licensor a copy of each communication relating to the alleged infringement. Licensor hereby grants to Licensee the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee shall have the right to join Licensor as a defendant, if necessary or desirable, and Licensor shall join in any such action and shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding. Each party shall have the right to be represented by counsel of its own selection, at its own expense, in the defense of any suit under this Section 6(b)(iii). Notwithstanding the foregoing, Licensor’s sole and exclusive financial obligations arising out of any claim for infringement of any third party Intellectual Property rights are set forth in the Indemnification provisions of Section 5.6 of the Asset Purchase Agreement.
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Action Against Licensee. Licensor will cooperate with Licensee in the defense of any suit, action or proceeding against Licensee, or any Affiliate or sublicensee of Licensee, alleging the infringement of a patent or other intellectual property right owned by a third party by reason of the use of the Patent Rights in the manufacture, use or sale of Sensors or Instruments. Licensee shall give Licensor prompt notice of the commencement of any such suit, action or proceeding or claim of infringement and shall furnish to Licensor a copy of each communication relating to the alleged infringement. Licensor hereby grants to Licensee the right to exclusive control of the defense of any such suit, action or proceeding and the exclusive right to compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding and shall provide all information and assistance necessary to defend or settle any such suit, action or proceeding. Licensee may join Licensor as a defendant, if necessary or desirable, and Licensor shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the defense of such suit, action or proceeding.
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Related to Action Against Licensee

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • Notice of a License Action Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; x. Xxxx of the license action; and d. License or case reference number.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Trademark License System Agency grants to Grantee, for the term of the Grant Agreement, a limited non- exclusive, royalty-free, non-assignable, non-transferable license to reproduce System Agency’s trademarks on published materials in the United States related to the performance of the Grant Agreement, provided that such license is expressly conditional upon, and subject to, the following: i. Grantee is in compliance with all provisions of the Grant Agreement; ii. Grantee’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in this Grant Agreement or as otherwise communicated by System Agency; iii. Grantee takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose System Agency’s right, title and interest in the trademarks or their validity; iv. Grantee makes no attempt to sublicense any rights under this trademark license; and v. Grantee complies with any marking requests System Agency may make in relation to the trademarks, including without limitation to use the phrase “Registered Trademark”, the registered trademark symbol “®” for registered trademarks, and the symbol “™” for unregistered trademarks.

  • Infringement Actions Following an Option Exercise Date, subject to the provisions of any Voyager In-License, Genzyme shall have the sole and exclusive right, but not the obligation, to take any reasonable measures it deems appropriate with respect to any Competitive Infringement in the Genzyme Territory of any Genzyme Technology, Genzyme Collaboration Technology, Joint Collaboration Technology or Voyager Product-Specific Patent Rights, or with Voyager’s prior written consent, the Voyager Platform Patent Rights. Such measures may include (a) initiating or prosecuting an infringement, misappropriation or other appropriate suit or action (each an CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. “Infringement Action”) in the Genzyme Territory, or (b) subject to Section 11.1.5 (Genzyme Sublicense Rights), granting adequate rights and licenses to any Third Party necessary to render continued Competitive Infringement in the Genzyme Territory non-infringing. Voyager will consider in good faith any request from Genzyme to initiate an Infringement Action in the Genzyme Territory against any Third Party with respect to such Competitive Infringement of any Voyager Platform Patent Right; provided, however, that Voyager shall not be required to initiate any such Infringement Action or permit Genzyme to initiate any such Infringement Action with respect to any Voyager Platform Patent Right. Notwithstanding the foregoing, if Genzyme does not inform Voyager that it intends to either initiate such an Infringement Action or grant adequate rights and licenses to such Third Party within [***] after Genzyme’s receipt of a notice of infringement pursuant to Section 15.4.1 (Notice of Infringement), then Voyager will have the second right, but not the obligation, to initiate such Infringement Action, but solely with respect to any Voyager Technology, Voyager Collaboration Technology, or Joint Collaboration Technology.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • 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 xxxx, 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.

  • Import Licensing 1. Each Party shall ensure that all automatic and non- automatic import licensing measures are implemented in a transparent and predictable manner, and applied in accordance with the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement. 2. Each Party shall promptly notify the other Parties of existing import licensing procedures. Thereafter, each Party shall notify the other Parties of any new import licensing procedures and any modification to its existing import licensing procedures, to the extent possible 60 days before it takes effect, but in any case no later than within 60 days of publication. The information in any notification under this Article shall be in accordance with Article 5.2 and 5.3 of the Agreement on Import Licensing Procedures in Annex 1A to the WTO Agreement. 3. Upon request of another Party, a Party shall, promptly and to the extent possible, respond to the request of that Party for information on import licensing requirements of general application.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

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