Claimed Infringement Sample Clauses

Claimed Infringement. If a Party becomes aware of any claim that the Development, Manufacture, or Commercialization of Products for use in the Field in the Territory infringes Patent Rights or any other intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, Ikaria shall have the exclusive right to settle such claim.

Claimed Infringement. (a) If a Third Party asserts that a Patent Right or other intellectual property right owned or otherwise controlled by it is infringed by the Development, Manufacture or Commercialization of a Product, excluding Namenda (a “Third Party Infringement Claim”), the Party first made aware of such a claim shall promptly provide the other Party written notice of such claim along with the related facts in reasonable detail. (b) As between the Parties, Forest shall have the sole right, but not the obligation, to defend and resolve any Third Party Infringement Claim that is asserted against Forest or any of its Affiliates or Sublicensees (including, subject to Section 7.7(e), by entering into any settlement agreement with such Third Party); provided that the provisions of Section 7.4 shall govern the right to assert a counterclaim of infringement of any Adamas Patent Rights in connection with such defense, and the costs of any such defense or resolution shall be at Forest’s expense (except as otherwise provided in ARTICLE X). If Forest is required, based on a final judgment in any such Third Party Infringement Claim against Forest or settlement thereof, to pay a royalty or other amount with respect to the Development, Manufacture or Commercialization of a Product in the Field in the Territory, such amounts may be offset as set forth in Section 6.4(c)(vii) with respect to such Product, as applicable. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) As between the Parties, Adamas shall have the sole right, but not the obligation, to defend and resolve any Third Party Infringement Claim that is asserted against Adamas or any of its Affiliates (including, subject to Section 7.7(e), by entering into any settlement agreement with such Third Party); provided that the provisions of Section 7.4 shall govern the right to assert a counterclaim of infringement of any Adamas Patent Rights in connection with such defense, and the costs of any such defense or resolution shall be at Adamas’ expense (except as otherwise provided in ARTICLE X). [*] (d) With respect to any Third Party Infringement Claim that is asserted against both Adamas or any of its Affiliates or (sub)licensees, on the one hand, and Forest or any of its Affiliates, on the other hand, Adamas and Forest shall cooperate through the ...

Claimed Infringement. (a) Regulus will promptly notify the Licensors of the receipt of any claim that the Development or Manufacture of ▇▇▇▇▇ Compounds or ▇▇▇▇▇ Therapeutics or Commercialization of ▇▇▇▇▇ Therapeutics infringes the Patent Rights or misappropriates Know-How of any Third Party or the commencement of any action, suit or proceeding with respect thereto, enclosing a copy of the claim and all papers served. (b) If a Party becomes aware that the Development or Manufacture of ▇▇▇▇▇ Compounds or ▇▇▇▇▇ Therapeutics or the Commercialization of ▇▇▇▇▇ Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the Patent Rights or Know-How of any Third Party, such Party will promptly notify intellectual property counsel to the other Parties, and such Commercializing Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto; provided, however, that, to the extent that any action would involve the enforcement of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim).

Claimed Infringement. If a Third Party at any time provides written notice of a claim, or brings an action, suit or proceeding, against either Party or any of its Affiliates or sublicensees, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, arising out of the research or development of the Cyclodextrin System or the research, development, making, having made, use, marketing, offering to sell, distribution, sale or importation of Licensed Products, such Party shall promptly notify the other Party of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served and such Party shall have the sole right and responsibility to take any action it deems appropriate with respect such claim, action, suit or proceeding.

Claimed Infringement. In the event that any action, suit or proceeding is brought against Scriptgen, Monsanto or any Secondary Affiliate, licensee or Sublicensee of Scriptgen or Monsanto, alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Development Compound or a Royalty Bearing Product by Monsanto or its Secondary Affiliates or its or their licensees or Sublicensees, Monsanto will have the obligation to defend itself and its Secondary Affiliates and Scriptgen and its Secondary Affiliates and the licensees and Sublicensees of Scriptgen and Monsanto, in such action, suit or proceeding at Monsanto's expense. Scriptgen shall have the right to separate counsel at its own expense in any such action or proceeding and Monsanto will reimburse Scriptgen for all reasonable expenditures incurred in connection therewith. In the event that any action, suit or proceeding is brought against Scriptgen, Monsanto or any Secondary Affiliate, licensee or Sublicensee of Scriptgen or Monsanto, alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Development Compound or a Royalty Bearing Product by Scriptgen or its Secondary Affiliates or its or their licensees or Sublicensees, Scriptgen will have the obligation to defend itself and its Secondary Affiliates and Monsanto and its Secondary Affiliates and the licensees and Sublicensees of Scriptgen and Monsanto, in such action, suit or proceeding at Scriptgen's expense. Monsanto shall have the right to separate counsel at its own expense in any such action or proceeding and Scriptgen will reimburse Monsanto for all reasonable expenditures incurred in connection therewith. Notwithstanding any other provision of this Agreement, in the event that a third party shall bring (i) any action, suit or proceeding against Monsanto or any Secondary Affiliate, licensee or Sublicensee of Monsanto and (ii) any action, suit or proceeding against Scriptgen or any Secondary Affiliate, licensee or Sublicensee of Scriptgen, both of which actions, suits or proceedings arise from or relate to the same facts or circumstances, Monsanto and Scriptgen shall each have the sole and exclusive right, at their own expense, to select counsel to represent it or its Secondary Affiliate, licensee or Sublicensee with respect to any such a...

Claimed Infringement. In the event that a third party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, either Party or any of their respective Affiliates or sublicensees, claiming infringement of its patent rights or unauthorized use or misappropriation of its know-how, based upon an assertion or claim arising out of the manufacture, use or sale of Licensed Products, such Party shall promptly notify the other Party of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served. Each Party agrees to make available to the other Party its advice and counsel regarding the technical merits of any such claim.

Claimed Infringement. Notwithstanding anything to the contrary in this Agreement, in the event that any action, suit or proceeding is brought against SCRIPTGEN or any Affiliate of SCRIPTGEN or HMR or any Affiliate, licensee or sublicensee of HMR alleging the infringement of the intellectual property rights of a third party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Licensed Product by HMR or its Affiliates or its or their licensees or sublicensees, HMR will have the obligation to defend itself and SCRIPTGEN and its Affiliates in such action, suit or proceeding at HMR's expense. SCRIPTGEN shall have the right to separate counsel at its own expense in any such action or proceeding. The Parties will cooperate with each other in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim or infringement and will furnish each other a copy of each communication relating to the alleged infringement, but the failure to do so shall not affect HMR's obligations under this Section and under Section 9 except to the extent HMR is actually damaged thereby. HMR shall not compromise, litigate, settle or otherwise dispose of any such suit, action or proceeding which involves the use of SCRIPTGEN Owned Technology, Joint Technology, SCRIPTGEN Patent Rights or Joint Patent Rights without SCRIPTGEN's advice and prior written consent, provided that SCRIPTGEN shall not unreasonably withhold its consent to any settlement which will provide an unconditional release of SCRIPTGEN and its Affiliates.

Claimed Infringement. In the event that a Party becomes aware of any claim that the manufacture, use or sale of the Product by CTI infringes the intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, the Parties shall cooperate and shall mutually agree upon an appropriate course of action. Each Party shall provide to the other Party copies of any notices it receives from third parties regarding any alleged infringement of Third Party intellectual property rights and/or any declaratory judgment actions. Such notices shall be provided promptly, but in no event after more than fifteen (15) days following receipt thereof.

Claimed Infringement. Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party or their Affiliates or Licensee Partners under this Agreement infringes or misappropriates, or may infringe or misappropriate, the intellectual property rights of such Third Party. If a Third Party asserts or files against a Party or its Affiliates any claim of infringement or misappropriation of the intellectual property rights of such Third Party or other action relating to alleged infringement or misappropriation of such intellectual property rights (“Third Party Infringement Action”), then, unless otherwise agreed by the Parties: