Industrial and Intellectual Property Rights. 10.1 If a third PARTY raises justified claims against BUYER for infringement of intellectual property rights or copy rights (all together hereafter referred to as “Protective Rights”) by COMPONENTS supplied by SELLER, SELLER shall at its cost acquire for BUYER a right to use the COMPONENTS. In case this is not possible at economically reasonable conditions, SELLER’s liability shall be limited as follows:
(a) SELLER shall defend and indemnify and hold harmless BUYER against any legal costs and damages of BUYER caused by Protective Right infringement by the COMPONENTS as such up to the amount of an appropriate license fee, which the owner of the Protective Rights could claim directly from SELLER for the use of the infringing COMPONENTS.
(b) For future deliveries SELLER shall, if economically reasonable, at its option and in compliance with the specifications defined in Annex 1 modify the COMPONENTS to become non-infringing or deliver an equivalent non infringing COMPONENTS. Claims shall be deemed justified only if they are acknowledged as such by SELLER or finally adjudicated as such by a court of competent jurisdiction.
10.2 The obligations of SELLER mentioned in Section 10.1 above apply under the precondition that BUYER informs SELLER without delay in writing of any claims for infringement of Protective Rights, does not accept on his own any such claims and conducts any disputes, including settlements out of court, only in agreement with SELLER.
10.3 Any liability of SELLER pursuant to Section 10.1 shall be excluded, if the infringement of Protective Rights is not caused by the COMPONENTS itself, for example if such infringement results from the application of the COMPONENTS (including any application-specific circuitry implemented in the COMPONENTS), unless SELLER did offer the COMPONENTS especially for such infringing application.
10.4 Any liability of SELLER shall also be excluded, if the infringement of Protective Rights results from specific instructions given by BUYER or the fact that the COMPONENTS has been changed by BUYER or is being used in conjunction with products not delivered by SELLER, which convert an otherwise non-infringing COMPONENTS to an infringing COMPONENTS. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Industrial and Intellectual Property Rights. 6.1. The results obtained from the Demo-case Project activities shall be owned by the Party that has produced them.
6.2. In case there are results that are developed jointly, then a separate written agreement shall be concluded among the Parties.
Industrial and Intellectual Property Rights. 7.1 The contents and information provided to the Supplier through the Websites, the Platform and the software are Buyer’s property, or licensed from a third party, and are protected by copyright or other intellectual property rights (inclusive of data base rights).
7.2 The Supplier pledges not to download, reproduce, transmit, sell or distribute, in whole or in part, in any form or fashion, the contents and the information available on the Websites or received via the Platform without Buyer’s specific written authorisation and for any other purpose than that of permitting access to Portal and utilization of the Platform.
7.3 The Supplier acknowledges that all Registration Data, as well as the data and information provided subsequently, shall be entered in a data base set up by Buyer on an exclusive-ownership basis.
7.4 During the whole Contract duration, the Supplier grants to the Buyer, free of charge and without geographical limitation, the non exclusive right to use one of more of its distinctive marks in order to perform the obligations hereunder.
Industrial and Intellectual Property Rights. 14.1 All information, technical standards, mathematical files, specifications and procedures provided by the Purchaser are the exclusive property of this latter. No brand licence or exploitation of patent, nor any other industrial or intellectual property rights inherent in the technical specifications and the know-how supplied, is to be understood to be granted by the Purchaser to the Supplier at the conclusion of the Contract.
14.2 The Supplier is required to promptly return to the Purchaser, at the time of termination of the relationship or at the end of performance of the service, all the information, documents and technical specifications received from the Purchase or that anyway have come into his possession during execution of the Contract.
14.3 The Purchaser is the sole and exclusive owner and beneficiary of the rights connected to the exploitation and use of the results (tangible and not) of the inventions and innovations possibly deriving from or associated with execution of the Contract, the agreed fee being understood to also include the transfer of these rights.
14.4 The Supplier, as regards his competence and responsibility, guarantees to the Purchaser that the use, exploitation in any way and resale of that acquired in the ambit of this contractual relationship, does not involve infringement of the industrial and intellectual property rights of third parties; in the case of disputes or controversies the Supplier must keep the Purchaser unharmed and released of responsibility for any responsibility or negative consequence in this regard.
14.5 The Supplier will indemnify the Purchaser for any damage of prejudice suffered directly or indirectly by this latter in relation to any infringement of intellectual and industrial property rights.
Industrial and Intellectual Property Rights. The Supplier warrants that (the use of) the goods supplied does not infringe any (pictorial) trademarks, copyrights or any other industrial or intellectual property rights of third parties (hereinafter: “IP right holders”) or any other rights of third parties.
Industrial and Intellectual Property Rights. The Borrower shall ensure that all ADB-financed goods and services procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.
Industrial and Intellectual Property Rights. The Company owns and possesses the right to use, free and clear of all liens, charges, Encumbrances or other claims, the trademark, trade names, patents, trade secrets, and know-how necessary for the operation of its business as presently conducted and listed on Exhibit 5.7. The manufacture and sale of the Company’s products, as presently conducted, does not result in an infringement of any intellectual property owned by a third party. There exist no facts which would invalidate the intellectual property listed in Exhibit 5.7. No proceedings are pending or threatened which challenge the validity or the ownership by the Company of the intellectual property used in the Company’s business or listed on Exhibit 5.7.
Industrial and Intellectual Property Rights. The ownership of Industrial Property Rights on Results, as well as Intellectual Property Rights related to computer programs and works of industrial design resulting from research activities carried out exclusively by the PhD Candidate, possibly jointly with personnel of the Company (Exclusive Results), within the framework of the doctoral research project as described in Annex A, shall belong to the Company. The Parties agree that in the event that Results are achieved during the research activities within the scope of the Doctoral Research Project, also with the contribution of personnel affiliated with Politecnico other than the PhD Candidate (hereinafter "Joint Results"), or through the use of equipment owned by the University, the ownership of Industrial Property Rights on such Results, as well as Intellectual Property Rights related to computer programs and works of industrial design, shall belong jointly to the Parties in equal shares and shall be regulated through subsequent separate agreements. The Parties acknowledge that the aforementioned activities shall be reported in the report on the activity planned for the following year, which the supervisor shall annually present to the Academic Board as provided for in the previous Article 5, paragraph 8. It will also be the responsibility of the academic Supervisor and the company co-Supervisor to promptly report the achievement of any Results to the relevant administrative structures. The Parties shall promptly communicate the achievement of Results in order to assess whether Exclusive and/or Joint Results contain patentable inventions and, if they wish, to file corresponding patent applications. In the case of Joint Results, the Parties shall agree on the most appropriate course of action regarding the management of co-ownership rights. Each Party owns the Industrial and Intellectual Property Rights related to its own Background and Sideground. It is understood between the Parties that nothing in this Agreement implies directly or indirectly the assignment of any rights related to their own Background and Sideground. Notwithstanding the provisions of paragraph 4, the Parties mutually acknowledge, on a royalty-free basis, the non-exclusive right to use each other's Background within the scope of the relationship subject to this agreement and for its execution. This right is granted for the sole duration of this agreement, with an explicit prohibition of sublicensing or transfer in any form to third p...
Industrial and Intellectual Property Rights. 8.1. Seller represents and warrants that the Product and the relevant documentation supplied to Buyer upon a purchase order will not infringe any patent, copyright or other intellectual or industrial property right of third parties and that no action for infringement of such rights is pending or threatens to be brought before any court in connection with the Product. Seller shall entirely defend at its own expense, indemnify and hold harmless Buyer, its employees, directors, officers, attorneys, subsidiaries, parent corporations, affiliates, etc. and its customers from any claim, suit or proceeding brought against them and based upon the infringement, by any of the Products sold to Buyer, of any patent right, copyright, mask work right or other industrial or intellectual property right of any third party and from any cost, expense and damage resulting there from , provided Buyer gives to Seller prompt written notice of such claim, suit or proceeding and authority and reasonable assistance, at Seller 's expenses, for the defence or settlement of the same. If, as a result of a claim, Buyer is enjoined from selling or using a Product purchased from Seller, Seller agrees to ensure Buyer the continuance of the supply, by either
i) replacing the Product with a non-infringing Product (Seller bearing all the relevant costs); or
ii) securing for Buyer the right to sell or use the Product (Seller bearing all the relevant costs), as will be time to time agreed upon with Buyer, provided that any other right and/or remedy recognized to Buyer under this Agreement and/or the applicable law is not compromised.
8.2. Buyer will have the right to use the Products' documentation, to copy, translate and modify it, without any expense, in order to introduce it into its own manuals.
8.3. The provisions of this Section 8 shall survive any expiration or termination of purchase order and/or of this Agreement.
Industrial and Intellectual Property Rights. 8.1 Autogen Patents, Autogen Know-How and Stage 1 Results The Autogen Patents, Autogen Know-How and Stage 1 Results (as per clause 3.7) are owned by Autogen, or exclusively licensed by it from IDI or Deakin University and are freely exploitable by it, subject to:
(a) a research licence in favour of Lipha and its Affiliates within the Licensed Field (as per clause 3.8);
(b) an exclusive licence in favour of Lipha within the Licensed Field for commercialisation in terms of the relevant Commercialisation Licence (if any); and
(c) if appropriate, the rights granted under the Joint Venture Agreement.
8.2 Scope of any exclusive licence Any grant of an exclusive licence in a given limited field in respect of Patents or Know-How, does not preclude the licensing of the same Patents or Know-How for use or exploitation in some other field.
8.3 Stage 2 Results As provided in clause 43(a) Stage 2 Results in respect of each Stage 2 Research Program are owned by Lipha and are freely exploitable by it, subject to:
(a) a research licence in favour of Autogen and its Affiliates and IDI and Deakin University for the purpose of their own internal research, as provided in clause 4.6;
(b) a right for Autogen to seek a licence in certain circumstances as provided in clause 4.8;
(c) the use of, including the licensing of such Stage 2 Results, being subject to the same restrictions as are applicable to Pre-Stage 2 Results, under a Commercialisation Licence, save for the Licensed Field restriction, but including, amongst other things:
(i) the obligation to pay “royalties” to Autogen for the use or exploitation of the Stage 2 Results; and
(ii) the requirements in relation to the grant of licences of the Stage 2 Results, to the intent that Stage 2 Results will be accorded the same treatment and generate for Autogen the same benefits and entitlements as Pre-Stage 2 Results, even though their legal ownership is different.
8.4 Use outside of Licensed Field While Stage 2 Results are freely exploitable by Lipha outside of the Licensed Field (subject to clause 7.3), this does not imply any licence to use Pre-Stage 2 Results outside of the Licensed Field, and Lipha will need to seek a licence from Autogen in relation to the same, if such exploitation uses Pre-Stage 2 Results, or would amount to an infringement of Stage 1 Patents or Autogen Patents.
