Infringement of third parties' intellectual property rights: You undertake to provide the deliveries and services in such a manner that their use for the purpose for which they are intended in Germany and abroad will not infringe intellectual property rights of other parties. In the event of such an infringement you shall indemnify us and our customers from any claims that may be brought against us or our customers by third parties on the grounds of an infringement of intellectual property rights, unless you are not responsible for the infringement.
Infringement of. As between Cue and LGC, LGC shall have the first right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against [***]. Cue shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, and the Parties and their counsel will reasonably cooperate in strategizing, preparing and prosecuting any such action or proceeding. If LGC fails to bring such an action or proceeding within (A) [***] days following the notice of alleged infringement or declaratory judgment or (B) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Cue shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and LGC shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
Infringement of. [***]. A Party receiving notice of an alleged infringement of any [***] or is a Party to a declaratory judgment action alleging the invalidity or non-infringement of any [***] patent, shall promptly provide written notice to the other Party of the alleged infringement or declaratory judgment action, as applicable. The Parties’ shall mutually determine a response and course of action, including the commencement of any suit or other proceeding to enjoin, prohibit, or otherwise secure the cessation of such infringement or to defend against declaratory relief actions. Subject to Section 6.8.2, if the Parties decide to proceed with any such suit or other proceeding, the Parties shall: (i) jointly select litigation counsel to prosecute the suit to maximize revenue from and create the best market environment for the development item(s); (ii) jointly select the forum for the suit and each join the suit as a party to perfect or maintain jurisdiction to continue the suit in such forum; (iii) cooperate with each other, including giving testimony and producing documents lawfully requested in the course of the suit or other proceeding and cause its, and its Affiliates’, Representatives to cooperate with the other Party; (iv) share, in accordance with the applicable profit share, all out-of-pocket costs and expenses, including reasonable attorneys’ and experts’ fees, incurred in commencing and maintaining such suit; and (v) each have the right to receive payment equal to such Party’s applicable profit share of the balance of any settlement amount, damages, or other monetary awards recovered in connection with the suit or proceeding that remains after reimbursement of their respective actual out-of-pocket costs and expenses paid pursuant to this Section 6.8.1; provided that, if the settlement or damage award amount does not fully reimburse the Parties’ aggregate out-of-pocket litigation costs and expenses, the settlement or damage award amount shall be shared pro-rata based on each Party’s applicable profit share,
Infringement of. Third Party intellectual property rights by the manufacture, use or sale of Licensed Products pursuant to the terms and conditions of this Agreement or the filing and prosecution of any Licensed Patents or Licensed Know-How or any Product Trademark;
Infringement of. LGC shall have the sole right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, [***] at its own expense and by counsel of its own choice. Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding with respect to [***]. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS.
Infringement of. Cue shall have the sole right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, [***] at its own expense and by counsel of its own choice. [***], LGC shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, and Cue and its counsel will reasonably cooperate with LGC and its counsel in strategizing, preparing and prosecuting any such action or proceeding. Solely in the case of an infringement that is a Product Infringement, if Cue fails to bring such an action or proceeding within (A) [***] days following the notice of alleged infringement or declaratory judgment or (B) [***] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first [***] LGC shall have the right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice, and Cue shall have the right, at its own expense, to be represented in any such action by counsel of its own choice [***].
Infringement of. Cue shall have the sole right, but not the obligation, to bring an appropriate suit or take other action against any person or entity engaged in, or to defend against, any infringement of any [***] at its own expense and by counsel of its own choice. With respect to [***] except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery or damages shall then be used to reimburse the documented out-of-pocket legal expenses of the action incurred by Cue. Thereafter, any remaining recovery or damages shall be [***]. With respect to [***] except as otherwise agreed by the Parties as part of a cost-sharing arrangement, for any [***] such damages, any recovery or damages realized as a result of such action or proceeding shall be ***].
Infringement of. FIDELITY SOFTWARE OR FIDELITY-PROVIDED THIRD PARTY SOFTWARE. Fidelity shall defend at its own expense, any claim or action brought by any third party against Client or against its officers, directors, employees, Client affiliates, and agents for actual or alleged infringement of any patent, copyright or other intellectual property right (including, but not limited to, misappropriation of trade secrets) based upon the Software or Fidelity-provided third party software furnished hereunder by Fidelity. Subject to Section 27 hereof, Fidelity further agrees to indemnify and hold Client and the Client affiliates harmless from and against any and all liabilities, losses, costs, damages, and expenses (including reasonable attorneys' fees) associated with any such claim or action incurred by Client and the Client affiliates. Fidelity shall have the sole right to conduct and control the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing between the parties hereto. Fidelity shall give Client, and Client shall give Fidelity, as appropriate, prompt written notice of any written threat, warning or notice of any such claim or action against Fidelity or Client, as appropriate, or any other user or any supplier of components of the Software or Fidelity-provided third party software covered hereunder, which could have an adverse impact on Client's use of same, provided Fidelity or Client, as appropriate, knows of such claim or action. If in any such suit so defended, all or any part of the Software (or any component thereof) or the Fidelity-provided third party software (or any component thereof) is held to constitute an infringement or violation of any other party's intellectual property rights and is enjoined, or if in respect of any claim of infringement, Fidelity deems it advisable to do so, Fidelity shall at its sole option take one or more of the following actions at no additional cost to Client: (a) procure the right to continue the use of the same without material interruption for Client; (b) replace the same with non-infringing software; (c) modify said Software or Fidelity-provided third party software (to the extent permitted by such third party) so as to be non-infringing; or (d) take back the infringing Software or Fidelity-provided third party software and credit Client with an amount equal to its purchase price less straight line depreciation for the amount of time used by ...
Infringement of the Patents, and the Know-how and/or the Materials.
8.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field or any unauthorised use of the Know-how or the Materials or any challenge to the validity or ownership of the Patents, or the Know-how or the Materials and the Parties shall consult with each other to decide the best way to respond to such infringement, unauthorised use or challenge.
8.2.2 The Licensee shall have the primary right to take action against any third party alleged to be infringing the Patents or making unauthorised use of the Know-how or the Materials in the Field and to defend the Patents against challenges to validity or ownership at its expense, provided that:
(a) UCLB shall on the Licensee’s request cooperate with the Licensee in such action and the Licensee shall reimburse UCLB for any reasonable expenses incurred by UCLB in relation to such cooperation; and
(b) subject to Clauses 8.2.3 and 8.2.5, the Licensee shall be solely responsible for the conduct of the action or for settlement thereof and shall be entitled to all damages received from such action, subject to Clause 8.2.4.
8.2.3 Before starting or defending or settling any legal action under Clause 8.2.2, the Licensee shall consult with UCLB as to the advisability of the action or defence or settlement, its effect on the good name of UCLB, the public interest, and how the action or defence should be conducted. If the alleged infringement or unauthorised use is both within and outside the Field or if there is a challenge to the validity or ownership of the Licensed Technology, the Parties shall also co-operate with UCLB’s other licensees (if any) in relation to any such action or defence.
8.2.4 The Licensee shall reimburse UCLB for any reasonable expenses incurred in assisting it in such action or defence. The Licensee shall pay to UCLB royalties, in accordance with Clause 4, on any damages received from such action as if the amount of such damages after deduction of both Parties’ reasonable expenses in relation to the action were Net Sales Value.
8.2.5 UCLB shall if reasonably requested by the Licensee agree to be joined in any suit to enforce such rights or take such action in its own name (subject to being indemnified and secured by the Licensee in a reasonable manner as to any costs (including internal costs), damages, expenses or other liability which may be incurred as a r...
Infringement of. [*] Patent Family. Salix shall have the right, but not the obligation, at its expense, to control the prosecution of any infringement or alleged infringement anywhere in the world by a Third Party of the [*] Patent Family or, subject to the provisions of this Section 11.7.4 and Section 11.8, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities. For clarity, if Salix elects not to take any action against a Third Party pursuant to this Section 11.7.4, then Alfa shall have no right to do so. In respect of any enforcement of the [*] Patent Family pursuant to this Section 11.7.4, Salix shall (a) keep Alfa reasonably informed on a continuous basis in respect of Salix’s actions with respect to the enforcement of such Patent; (b) promptly provide Alfa with copies of all documents and other materials filed by any party to such enforcement action with the court before which such enforcement action is pending; and (c) solicit and reasonably consider Alfa’s proposals in respect of litigation strategy. In either case, both Parties shall provide reasonable cooperation in any action brought against a Third Party with respect to the [*] Patent Family, including becoming party to the legal action, allowing its name to be used in connection therewith, and making its personnel and records available to the other Party and its representatives for the purpose of considering and prosecuting the case against the Third Party. Salix shall bear the cost of any such action and shall be entitled to [*] of the recovery, if any, from the Third Party. Alfa shall have the right, at its own expense, to be represented by counsel of its own choice in any action brought under this Section 11.7.4.
