Avoidance of Infringement. If Oxford believes that the Goods or any part thereof have become or may become the subject of an infringement claim, Oxford shall have the right, in its sole discretion, to (a) procure for Customer the right to continue using the Goods, (b) modify or replace the Goods with a substantially equivalent non-infringing substitute or (c) require the return of the Goods and terminate the rights, license and any other permissions provided to Customer with respect to the Goods and refund Customer the depreciated value of the returned Goods at the time of such return; provided, however, that no refund will be given for used-up or expired Consumables.
Avoidance of Infringement. In the event that there is a Third Party Infringement Claim that arises from the use or practice of any Cubist Technology, Chiron Technology or any Joint Technology in connection with the research, development, manufacture, use, sale, offer for sale or importation of Licensed Products in the Territory and/or outside the Territory, the Parties shall confer in good faith as promptly as practicable after both parties become aware of such Third Party Infringement Claim as to whether it is feasible to alter their approach to the infringing activities with respect to the Licensed Product so as to avoid such infringement without adversely affecting their rights under this Agreement. In the event the Parties determine in good faith that it is feasible to alter their approach to such infringing activities without adversely affecting their rights under this Agreement, the Parties shall implement such alternative approach to such infringing activities.
Avoidance of Infringement. In performing services under this Agreement, both SpectRx and Welcx Xxxxx xxxll avoid knowingly designing or developing any items that infringe any patents or other intellectual property rights of any Third Party. If either Party becomes aware of any possible infringement in the course of performing work hereunder, it shall immediately notify the other Party in writing.
Avoidance of Infringement. If Oxford believes that the Goods, Software or any part thereof have become or may become the subject of an infringement claim, Oxford shall have the right, in its sole discretion, to (a) procure for Customer the right to continue using the Goods or the Software, (b) modify or replace the Goods or the Software with a substantially equivalent non-infringing substitute or
Avoidance of Infringement. In performing under this Contract, Contractor agrees to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If Contractor becomes aware of any such possible infringement during in the course of performing under this Contract, Contractor shall immediately inform the State in writing.
Avoidance of Infringement. In performing Services under this Agreement, ACTAMED agrees to avoid designing or developing any items that infringe any patents, copyrights or other intellectual property rights of any third party. If SBCL or ACTAMED becomes aware of any such possible infringement in the course of performing work under any SOW issued hereunder, SBCL or ACTAMED, as the case may be, shall immediately so notify the other party in writing.
Avoidance of Infringement. In performing services under this Agreement, Developer agrees to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party anywhere in the United States. If Developer becomes aware of any such possible infringement in the course of performing work under the Work Statement issued hereunder, Developer shall immediately so notify Sponsor in writing.
Avoidance of Infringement. In performing services under this Agreement, -------------------------- Contractor agrees to avoid knowingly designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If Contractor becomes aware of any such possible infringement in the course of performing work under any Project Work Statement issued hereunder, Contractor shall so notify Sponsor promptly in writing.
Avoidance of Infringement. In the event of a claim subject to Section 9.1(i) or threat thereof, HealthTrust may, in its sole discretion, obtain a license for the infringing part of the HealthTrust Services, remove or alter the infringing part of the HealthTrust Services, or, if following commercially reasonable efforts, the foregoing options are unavailable, terminate this Agreement upon 60 days of prior written notice to Client; provided, however, that if HealthTrust terminates pursuant to this Section, then, in addition to Client's rights under Section 9.1(i), HealthTrust shall refund to Client any prepaid Fees.
Avoidance of Infringement. In performing services under this Agreement, PVI, in its normal course of business, agrees to avoid designing or developing any item that infringes one or more patents or other intellectual property rights of any third party. If PVI becomes aware of any such possible infringement in the course of performing work under Statement of Work, PVI shall immediately notify VeriSign in writing.
