Infringement of Intellectual Property Rights of Third Parties. If the use of the Parts constitutes a breach of domestic intellectual property rights of third parties in the country of the Supplier’s registered office or in the country of residence of the Customer, the Supplier, at his own expense, shall either pro vide the Customer with the right to use the respective Part or modify the Part to the effect that the infringement of intellectual property rights no longer persists. If that is not possible under reasonable economical conditions or within a reason able time period, both the Customer and the Supplier shall be entitled to rescind the contract. Also, the Supplier shall indemnify and hold the Customer harmless against intellectual property right claims of third parties being acknowledged, undisputed or assessed in a legally binding judgment. Subject to the provisions of section 17, the Supplier’s foregoing obligations in the event of an infringement of intellectual property rights shall be conclusive and conditional on the following requirements: that the Customer shall notify the Supplier without undue delay on any intellectual property right claim made, support the Supplier in defending such claims to the extent reasonable and/or enable the Supplier to modify the delivered Part to the effect that an infringement of intellectual property rights no longer persists, that the right to all defensive measures in and out of court is reserved for the Supplier and that the alleged infringement of third parties’ intel lectual property rights is not due to an instruction, unauthorized modification or use of the Part contrary to the contract by the Customer.
Infringement of Intellectual Property Rights of Third Parties. To the best of the Seller’s knowledge, the processes employed and the products and services offered by the Seller in respect of the Business do not infringe or make unlawful use of Intellectual Property Rights of third parties and no claims of infringement of any such rights have been made by any third party.
Infringement of Intellectual Property Rights of Third Parties. If either Party becomes aware of an allegation by a Third Party of infringement resulting from the practice of the Avalon Patent Rights or MedImmune Patent Rights, or in the event of the initiation of any legal action by or against MedImmune or Avalon with regard to any alleged infringement of the Avalon Patent Rights or MedImmune Patent Rights, such Party (the "NOTIFYING PARTY") shall promptly notify the other Party of all relevant facts and circumstances known by the Notifying Party in connection therewith. The Parties shall meet to discuss in good faith whether or not both Parties agree that such Third Party rights are necessary to conduct the Research Program or to make, have made, use, offer for sale, sell, supply or import a Product, and which Party if any shall institute an action against said Third Party or secure such Third Party rights. If either MedImmune or Avalon institute an action pursuant hereto, such instituting Party shall in a timely manner keep the other Party informed and provide copies to such other Party of all pleadings and other documents as such other Party may reasonably request regarding all such proceedings or actions instituted by said instituting party. Each Party shall control the defense of any infringement action brought against such a Party by a Third Party, and if such an action is brought against both Parties, the Parties shall cooperate with each other in the defense thereof. * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Infringement of Intellectual Property Rights of Third Parties. Lancia shall indemnify Client from and against all losses, damages, costs, and expenses suffered or incurred by Client as a result of a claim made by a third party that the use of any deliverables provided by Lancia to Client for the purposes of this Agreement infringes the rights of the third party subject to the following:
(a) Client shall promptly notify Lancia in writing of any alleged infringement of which Client becomes aware;
(b) Client shall make no admission of any liability or agreeing to any settlement or compromise of an indemnified claim without Lancia’s prior written consent; and
(c) if Lancia so requests, Client shall allow Lancia to conduct any discussions, negotiations or litigation and/or settle any claim; and
(d) Client shall give Lancia all reasonable assistance. All costs incurred by Client shall be borne by Lancia. In the event that any such infringement occurs or may occur, Lancia shall at its expense and after written consent from Client either:
(a) procure for Client the right to continue using the deliverables specified in any Statement of Work or infringing part thereof; or
(b) modify or amend the deliverables specified in any Statement of Work or infringing part thereof so that the same becomes non-infringing; or
(c) replace the deliverables specified in any Statement of Work or infringing part thereof by other deliverables of substantially similar value, functionality and performance, which must be mutually agreed between the Parties. If the above remedies fail after all reasonable efforts by Lancia, Lancia shall refund the Charges paid for development of the deliverables specified in any Statement of Work found to be or alleged to be infringing or if not paid, Client shall not be required to pay such Charges. If at any time an allegation of infringement of any Intellectual Property Rights is made in respect of any deliverable specified in any Statement of Work or if in Lancia’s reasonable opinion such an allegation is likely to be made, Lancia may, at its own expense and with the prior consent of Client, modify or replace such deliverable so as to avoid the infringement without detracting from the overall performance and Lancia making good to Client any loss of time, productivity or use during modification or refund to Client all Charges paid in respect of the allegedly infringing deliverable, or if not paid, Client shall not be required to pay such Charges.
Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE)
10.1 The risks and responsibilities of the parties related to defects in title
10.2 Damages resulting from defects in title
10.3 Defects in title in respect of the cloud services
Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 24 11. OTHER PROVISIONS 25
11.2.1 Assignment by the Customer 25
11.2.2 Assignment by the Supplier 25
Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 24 11. Other provisions 25 12. Disputes 27
Infringement of Intellectual Property Rights of Third Parties. (DEFECT IN TITLE) 45
10.3 Termination for breach 45
10.4 Indemnification of loss resulting from a defect in title 45 10.5 Defects in title in respect of the cloud services 46
Infringement of Intellectual Property Rights of Third Parties. 14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with respect to any and all claims resulting from an infringement or claim of infringement of patent rights or any other intellectual property rights of any Third Party which may arise from CUSTOMER's use of ARIANESPACE's Services, including, without limitation, the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided however, that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a Third Party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of Article 14 of this Agreement.
14.5.2 CUSTOMER shall indemnify and hold ARIANESPACE harmless with respect to any and all claims resulting from an infringement or claim of infringement of the patent rights or any other intellectual property rights of any Third Party arising out of or relating to CUSTOMER and its Associates with respect to the design or manufacture of the Satellite, or ARIANESPACE's compliance with specifications furnished by CUSTOMER with respect to the Launch Mission and the Satellite Mission.
14.5.3 The rights to indemnification provided hereunder shall be subject to the following conditions:
14.5.3.1 The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against it, alleging an infringement of any Third Party's rights, which it may receive relating to this Agreement.
14.5.3.2 The Party sued or against whom the claim is otherwise made shall take no steps in the dispute with the Third Party, nor shall it reach a compromise or settlement, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed.
14.5.4 The indemnifying Party shall assist in and assume, when not contrary to the governing rules of procedure, the defense of any claim or suit and/or settlement thereof, shall take all other steps which it may reasonably be expected to take, given the circumstances, and the obligations incurred by it under this Article 14, to avoid, settle, or otherwise terminate the dispute, and shall pay all litigation and administrative costs and expenses incurred in connection with the defense of any such suit, including fees and expenses of legal counsel, shall satisfy any judgments rendered by a court...
Infringement of Intellectual Property Rights of Third Parties. If either Party becomes aware of an allegation by a Third Party of infringement resulting from the practice of the Patent Rights, or in the event of the initiation of any legal action by or against ViroPharma or GSK with regard to any alleged infringement of the Patent Rights, such Party (the “Notifying Party”) shall promptly notify the other Party and MICHIGAN of all relevant facts and circumstances known by the Notifying Party in connection therewith. The Parties shall meet to discuss in good faith whether or not both Parties agree that such Third Party rights are necessary to make, have made, use, sell, supply or import a Product, and which Party if any shall institute an action against said Third Party or secure such Third Party rights. If either ViroPharma or GSK institute an action pursuant hereto, such instituting Party shall in a timely manner keep the other Party and MICHIGAN informed and provide copies to such other Party and MICHIGAN of all pleadings and other documents as such other Party or MICHIGAN may reasonably request regarding all such proceedings or actions instituted by said instituting party.
