Infringement Defense. If Licensee, its Affiliate or sublicensee, distributor or other customer is sued by a third party charging infringement of patent rights that cover a Licensed Product, Licensee will promptly notify Caltech. Licensee will be responsible for the expenses of, and will be entitled to control the defense or settlement of, any such action(s).
Infringement Defense. If a third party alleges that the making, using, selling, importing, or exporting of a Licensed Product infringes such third party’s patents, Licensee shall notify CareFusion of the allegations and, if requested by CareFusion, consult and confer with CareFusion regarding the defense thereof. Licensee agrees that it shall not, without CareFusion’s express prior written consent in each instance, settle or compromise any action (or pursue any defense or other theory) in a manner that would invalidate, modify, or limit the scope of any CareFusion Patent or any claim thereunder, or that would require any specific performance outside the Field. In addition, at CareFusion’s request, Licensee agrees not to oppose any decision by CareFusion (and shall cooperate reasonably in support of such decision) to retain counsel for CareFusion, at CareFusion’s sole expense, and enter an appearance in such action in defense or enforcement of the CareFusion Patents.
Infringement Defense. We will, at our expense, defend any suit brought against you by an unaffiliated third party based upon a claim that the Software infringes a valid patent, trademark or copyright or misappropriates a third-party trade secret. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement. We will pay costs and damages (including reasonable attorneys’ fees) finally awarded against you, or agreed in settlement by us, directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on condition that
(1) you notify us in writing of such claim promptly following receipt of notice; (2) we have sole control of the defense and settlement negotiations; (3) you provide us all information and communications received by you concerning such claim; and (4) you provide reasonable assistance to us when requested. You will have the right to participate in the defense with counsel of your choice at your expense, provided that such representation does not interfere with our right to control the defense.
Infringement Defense. 6.4.1 If Array receives any information or a notice of alleged infringement of a Third Party's intellectual property rights concerning the making, having made, using, selling, leasing, offering to sell or lease, importing, exporting or otherwise transferring physical possession of or title in an Active Compound, Array shall promptly notify Amgen and shall provide Amgen with details concerning such information or notice.
6.4.2 Amgen shall have the right, but not the obligation, to defend any suit against Amgen or its sublicensees alleging infringement of any patent claim or other intellectual property right of a Third Party because of Amgen's (or its sublicensees') practice of its licenses under this Agreement, including the making, having made, using, selling, leasing, offering to sell or lease, importing, exporting or otherwise transferring physical possession of or title in an Active Compound by Amgen or its sublicensees. If Amgen finds it necessary or desirable, Array agrees to cooperate with Amgen (as may reasonably be requested by Amgen) and to use its best efforts to ensure that any Array personnel (as may reasonably be requested for assistance by Amgen) will be available to cooperate with Amgen, at Amgen's expense, during the defense of any such suit. If Amgen finds it necessary or desirable for Array to join Amgen as a party, Array shall execute all papers or perform such other acts as may reasonably be required by Amgen. The costs and expenses of any action under this Section 6.4.2, including attorney fees and all damages and settlements, including any costs incurred by Array as a result of Amgen's requested participation and assistance of Array shall be borne by Amgen. In any suit under this Section 6.4.2 in which Array is joined or is named as a party, Array shall neither admit liability nor settle or otherwise consent to an adverse judgment, without the prior written consent of Amgen. [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED
Infringement Defense. (a) Defense in the Co-Promotion Territory. If a Third Party asserts that a patent or other right owned by it is infringed by any Franchise Product in the Co-Promotion Territory, the JMC shall establish a plan for a common defense and select the Party responsible for managing such plan. The costs of any such action incurred by one or both of the Parties at the direction of the JMC (including the costs of any judgment, award, decree or settlement) will be chargeable to the collaboration as Other Operating Income/Expense pursuant to Exhibit A.
Infringement Defense. Abbott will be responsible for defending and controlling any suit against any of Abbott, Xxxxxx’x Affiliates or Sublicensees, alleging infringement of any patent or other intellectual property right of a Third Party arising out of the manufacture, use, sale, offer to sell or importation of a Product by Abbott, Xxxxxx’x Affiliates or Sublicensees in the Territory. Abbott shall be responsible for the costs and expenses, including legal fees and costs, associated with any suit or action. Upon Xxxxxx’x request, Neurocrine will consult with Abbott and co-operate in the defense of any such action. If Abbott finds it necessary or desirable to join Neurocrine as a party to any such action, Neurocrine will execute all papers and perform such acts as shall be reasonably required, at Abbott expense.
Infringement Defense. To the best of Grantor’s knowledge, no infringement, violation, or unauthorized use is presently being made of any of the Trademarks by any Person. The past, present and contemplated future use of the Trademarks by Grantor has not, does not, and will not infringe upon or violate any right, privilege or license of or with any other Person. Grantor will at its own expense, and using its best commercially reasonable efforts, protect and defend the Trademarks against all claims or demands of all Persons other than Lender, the Senior Lien Lender and licensees.
Infringement Defense. 25 5.4 Patent Infringement by Third Parties................................... 25 5.5 Patent Marking......................................................... 26 5.6 Extensions............................................................. 26
Infringement Defense. Coder will defend Customer and its employees, directors, agents, and representatives (“Customer Indemnified Parties”) from any actual or threatened third party claim that the Software infringes or misappropriates any copyright or trade secret of any third party during the term of this Agreement if: (a) the applicable Customer Indemnified Party gives Coder prompt written notice of the claim; (b) Coder has full and complete control over the defense and settlement of the claim; (c) the applicable Customer Indemnified Party provides assistance in connection with the defense and settlement of the claim as Coder may reasonably request; and (d) the applicable Customer Indemnified Party complies with any settlement or court order made in connection with the claim (e.g., relating to the future use of any infringing materials).
Infringement Defense. Licensee shall have the first right, but not the obligation, to defend any suits against Licensee or Sublicensees alleging infringement of any third party patent right due to the development and/or commercialization of Licensed Products, Licensed Services or Licensed Processes by Licensee. If the alleged infringement results from the exercise of Licensed Patent Rights and not solely from the exercise of any other patent rights owned or controlled by Licensee, then this Section shall apply. Licensee shall promptly notify TSRI, and TSRI and Licensee shall confer with each other and cooperate during the defense of any such action. If Licensee finds it necessary or desirable for TSRI to become a party to such action, TSRI shall execute all papers or perform such other acts as may reasonably be required by Licensee. Licensee shall bear the costs and expenses associated with any such suit or action. TSRI shall be entitled to, at its expense, participate in and have counsel selected by it participate in any such action. In no event shall TSRI have any out-of-pocket liability for costs of litigation or royalties, damages and/or settlement amounts due to any third party (except for costs of its own counsel as provided above). If the third party patent right is held not to be infringed, unenforceable or invalid, by a court or other tribunal from which no appeal can be or is taken, any recovery of damages for such suit shall be applied first in satisfaction of any fees and expenses of TSRI and Licensee, on a pro rata basis, and Licensee shall be entitled to keep the balance remaining from any such recovery.
