Infringement of Patents. If either Party has knowledge of any infringement of BENTLEY Patents or BENTLEY Technology, the Party having such knowledge shall promptly inform the other of such infringement. The Parties shall thereafter discuss what action should be taken, including whether any legal proceeding should be instituted. If the Parties mutually agree on the course of action to be taken in respect of any such infringement, they shall jointly select counsel and equally share any expenses. Any settlement or recovery shall be shared equally by the Parties. If either party determines to take action, but the other Party does not desire to do so, the first Party may take action at its own expense and through counsel of its own choice, and any settlement or recovery shall in such case belong solely to the Party taking action.
Infringement of Patents. The contractor further agrees to hold himself responsible for any claims made against the Owner for any infringement of patents by the use of patented articles in any one phase of construction of the work and the completion of same, or any process connected with the work agreed to be performed under this Con- tract, or of any materials used upon said work and to save harmless and indemnify the Owner from all costs, expenses and damages which the Owner shall be obliged to pay by reason of any infringement or patents used in the construction and completion of the work.
Infringement of Patents. In the event that Vitae or BI becomes aware of actual or threatened infringement of any Vitae Patents, BI Patents, and/or Joint Patents within the Field during the Term, that Party will promptly notify the other Party in writing. BI will have the primary right, but not the obligation, to bring an infringement action under any Vitae Patents, BI Patents, and/or Joint Patents against any Third Party including the defense against counter-claims of invalidity and unenforceability. If BI elects to pursue such infringement action, BI shall be solely responsible and have the full control of the proceedings and any recoveries (including settlements) will be applied as follows: (i) first to reimburse BI for any expenses incurred in respect of such action; (ii) second to reimburse Vitae for any expenses incurred in respect of such action; and (iii) ) if the infringement action is brought under any Vitae Patents, BI Patents or Joint Patents, any remaining amounts will be divided equally between the Parties. If BI elects to pursue such infringement action, Vitae may be represented in such action by attorneys of its own choice and at its own expense, with BI having the lead in such action, subject to recovery of such expenses as set forth above. Vitae shall cooperate with and support BI at BI’s request in such infringement procedure. During the Term, in the event that BI does not use Diligent Efforts to pursue such an infringement action, Vitae will be permitted to do so, at Vitae’s sole expense, and, if legally required, in BI’s or the relevant BI Affiliate’s name and on BI’s or the relevant BI Affiliate’s behalf. If BI has consented to an infringement action but Vitae is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then Vitae may join BI as a party-plaintiff. If Vitae elects to pursue such infringement action, BI EXECUTION COPY may be represented in such action by attorneys of its own choice and at its own expense, with Vitae taking the lead in such action. In the event that Vitae brings any such action after BI has elected not to pursue such action, it will retain all recoveries, provided that BI shall be reimbursed its reasonable expenses from such recoveries.
Infringement of Patents. The Contractor agrees that it will, at its own expense, defend all suits and proceedings instituted against MTD and pay any award of damages assessed against MTD in such suits or proceedings, insofar as the same are based upon any claim that the items, services, work, systems, or any part thereof, or any tool, or process used in or for the Project, constitutes an infringement of any legal United States copyright or patent. MTD agrees that it will give the Contractor prompt notice in writing of the institution of the suit or proceeding and permits the Contractor through its counsel to defend the same and gives the Contractor all information, assistance and authority necessary for the Contractor to do so. In case said items, services, work, systems, or any part thereof, or any tool, or process used in or for the Project, is in such suit held to constitute infringement and use of same is enjoined, the Contractor shall, at its own expense and at its option, either procure for the MTD the right to continue using said items, services, work, systems, or any part thereof, or any tool, or process used in or for the Project, or replace same with non-infringing equipment, or modify it so it becomes non-infringing. [replace clause with “Not applicable to this agreement.” if inappropriate for contract although could keep in to CYA; if a federal contract and patent issues are applicable, keep this clause in addition to the Patent & Rights in Data clause in the FTA provisions]
Infringement of Patents. 12.1 From the Effective Date, Licensee shall forthwith notify Licensor in writing of any infringement, or suspected or threatened infringement, of any of the Patents by any third party that shall at any time come to its knowledge.
Infringement of Patents. With the exception of Goods made to the Buyer’s design or instructions, the Supplier shall warrant that neither the Goods or Services nor the Buyer’s use of them will infringe any patent registered design trade mark, copyright or other protected right and undertake to indemnify the Buyer against all actions, claims, demands costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringements of any such right.
Infringement of Patents. If either Party has knowledge of any infringement of Licensor Technology or Licensor Know-How, the Party having such knowledge shall promptly inform the other of such infringement. The Parties shall thereafter discuss what action should be taken, including whether any legal proceeding should be instituted. If the Parties mutually agree on the course of action to be taken in respect of any such infringement, they shall jointly select counsel and equally share any expenses. Any settlement or recovery shall be shared in the following manner: First, each party shall be reimbursed for all attorneys’ fees and expenses associated with the legal proceedings, on a pro rata basis, if the attorneys’ fees exceed the amount of the settlement or recovery; Second, 90% of remaining amounts shall be distributed to Licensee and 10% of the remaining amounts shall be distributed to Licensor. If either party determines to take action, but the other Party does not desire to do so, the first Party may take action at its own expense and through counsel of its own choice, and any settlement or recovery shall in such case belong solely to the Party taking action. If one party institutes and carries on a legal proceeding to enforce Licensor Technology against an alleged infringing party, the other Party shall fully cooperate with and supply all assistance reasonably requested by the Party instituting and carrying or such proceeding. Licensee shall be responsible at its sole cost and expense for enforcing Licensee Patents against an alleged infringing party.
Infringement of Patents. If either party becomes aware that a third party is or may be infringing the Patents, it shall promptly so notify the other party. If the infringement related to Category II Assets, Seller shall have authority to pursue a claim for infringement. If Seller fails to resolve such infringement or institute an infringement action against the third party within one hundred twenty (120) days after Seller becomes aware of the infringement, Seller will assign its rights to pursue the infringement to Purchaser. If there is infringement related to Category III Assets, Purchaser shall have authority to pursue a claim for infringement. If Purchaser fails to resolve such infringement or institute an infringement action against the third party within one hundred twenty (120) days after Purchaser becomes aware of the infringement, then Purchaser shall assign its rights to pursue the infringement to Seller.
Infringement of Patents. In the event of any claim, action, proceeding or suit by a third party against Buyer alleging an infringement of any patent, copyright or trademark, or because of the use, in accordance with Seller's specifications registered in the United States and the European Community, of any Product furnished by Seller to Buyer under this Supplemental Agreement, Seller, at his expense, will defend Buyer, subject to the conditions and exceptions stated below. Seller will reimburse Buyer for any cost, expense or attorney's fees incurred at Seller's written request or authorization, and will indemnify Buyer against any liability assessed against it by final judgment on account of such infringement or violation arising out of such use or resale. Seller will, at his expense and at his option, either (i) replace the Existing Netrx Xxxducts furnished pursuant to these Rules with a suitable substitute free of any infringement; (2) modify it so that it will be free of the infringement; or (3) procure for Buyer a license or other right to use it. If none of the foregoing options are practical, Seller will remove the enjoined Product and refund to Buyer any amounts paid to Seller therefor, minus a reasonable charge for any actual period of use by Buyer. Buyer shall give Seller prompt written notice of all such claims, actions, proceedings, or suits alleging infringement or violation and Seller shall have full and complete authority to assume the sole defense thereof, including appeals, and to settle the same. Buyer shall, upon Seller's request and at Seller's expense, furnish all information and assistance available to Buyer and cooperate in every reasonable way to facilitate the defense and/or settlement of any such claim, action, proceeding or suit. No undertaking of Seller under this clause shall extend to any such alleged infringement or violation to the extent that it: (1) arises from adherence to design modifications, specifications, drawings, or written instructions which Seller is directed by Buyer to follow, but only if such alleged infringement or violation does not reside in commercial Product of Seller's design or selection; or (2) arises from adherence to instructions to apply Buyer's trademark, trade name, or other company identification; or (3) resides in a Product which is not of Seller's origin and which is furnished by Buyer to Seller for use under this Supplemental Agreement. In the foregoing cases number (1) through (3), Buyer will defend and save Seller har...
Infringement of Patents. 12.1 In the event that ZENECA or SHIONOGI supposes that a THIRD PARTY may be infringing any of the PATENTS by the manufacture, use, distribution, marketing or sale of the COMPOUNDS and/or LICENSED PRODUCTS, ZENECA or SHIONOGI shall promptly notify the other PARTY in writing, identifying the infringer and the infringement complained of and furnishing the information upon which such determination is based. ZENECA shall be entitled, in its sole discretion but after notifying SHIONOGI, to take any measures deemed appropriate to stop such infringing activities by such THIRD PARTY in the TERRITORY or to grant to the infringing THIRD PARTY adequate rights and licenses necessary for continuing such activities in the TERRITORY so long as ZENECA remains in compliance with Article 4. Upon reasonable request by ZENECA and at ZENECA’s cost, SHIONOGI shall give ZENECA all reasonable information and assistance including allowing ZENECA access to SHIONOGI’s files and documents and access to SHIONOGI’s personnel who may have possession of relevant information, and if necessary to prosecute any legal action, joining in the legal action as a party.
