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. 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.
12.2 Licensee may in its sole discretion, take all appropriate steps (including all legal proceedings) as may be necessary to prevent or restrain any infringement by a third party of any of the Patents and shall be responsible for all costs and fees incurred by it in the taking of any such steps.
12.3 Licensee shall not be obliged to undertake any legal action. 60P shall indemnify Licensor against all costs, expenses, losses, damages, claims and counter-claims issued or made against Licensor as a result of, or in the course of, such action taken by Licensee under Section 12.2 on a full indemnity basis.
12.4 NUS and SHS shall (at 60P’s cost and expense) provide or procure the provision of such assistance in taking such steps (including any proceedings) as Licensee shall reasonably require.
12.5 If Licensee decides not to or fails to take appropriate steps to prevent or restrain any infringement by any third party of any of the Patent Rights (but not otherwise), Licensor shall be entitled to take action to prevent or restrain such infringement. In the event that Lxxxxxxx decides to take action under this Section:
(a) Licensor shall have full control over, and shall conduct at its own cost, any such action as it deems fit;
(b) Licensee shall, at Licensor’s cost, provide or procure the provision of such assistance as Licensor shall reasonably require in taking such action; and
(c) Licensor shall be entitled to retain any award of damages or other compensation obtained as a result of any such action (including any proceedings) being taken by Licensor.
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. 12.1 In the event a a PARTY acquires information that a third party is infringing one or more LICENSOR PATENTS, the PARTY acquiring such information shall immediately notify the other PARTY to this AGREEMENT in writing of such infringement.
12.2 In the event of an infringement of LICENSOR PATENTS, the LICENSOR shall have the first opportunity, but not the obligation, to bring suit against the infringer. If LICENSOR elects not to bring suit against the infringer, then LICENSEE shall have the option but not the obligation to bring suit against the infringer, and to join LICENSOR as a party plaintiff in such suit. In the event LICENSEE exercises its right to xxx, it shall have the right to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys' fees, necessarily involved in the prosecution of any such suit, and if after such reimbursement, any funds shall remain from said recovery, the PARTIES shall divide the remaining funds equally between the LICENSOR and LICENSEE.
12.3 If either PARTY is not fully reimbursed for the costs and expenses of litigation from said recovery, it shall not have the right to recover the unreimbursed costs and expenses from the other PARTY.
12.4 Each PARTY shall always have the right to be represented by counsel of its own selection in any suit for infringement of the LICENSOR PATENTS.
12.5 Each PARTY agrees to cooperate fully with the other, including, by giving testimony and producing documents lawfully requested in the course of an infringement suit, provided that the PARTY bringing such infringement suit shall pay all reasonable expenses (including attorneys' fees) incurred by the other PARTY in connection with such cooperation.
12.6 LICENSEE acknowledges that the LICENSOR has no adequate remedy under this AGREEMENT or at law in the event that the LICENSEE were to use the LICENSOR PATENTS in a manner not authorized by this AGREEMENT and that the LICENSOR would, in such circumstances, be entitled to injunctive or other equitable relief, including interlocutory and preliminary injunctive relief. The LICENSEE also acknowledges that LICENSOR's rights and remedies under this AGREEMENT and under the law are intended to be cumulative, and not mutually exclusive.
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 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. 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. 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 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. 6.6.1. Each Party shall promptly notify the other Party of any infringement, misappropriation or other unauthorized use of an Intellectual Property Right licensed under this Agreement in the field of the development, manufacture, use and/or sale of [*] Drug Substance or Product that comes to such Party’s attention. The notice shall set forth the facts of such infringement, misappropriation or use in reasonable detail.
6.6.2. NVDI shall have the sole right, but not the obligation, to institute, prosecute, and control, at its expense, any action or proceeding against the Third Party infringer of a Patent claiming a Project Innovation other than those owned solely by XOMA. If NVDI institutes an action against such infringer, XOMA will give NVDI, at NVDI’s expense, reasonable assistance and authority to control, file, and prosecute the suit as necessary at NVDI’s expense. NVDI shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 6.6.2.
6.6.3. XOMA shall have the sole right, but not the obligation, to institute, prosecute, and control, at its expense, any action or proceeding against a Third Party infringer of a Patent claiming a Project Innovation owned solely by XOMA. If XOMA institutes an action against such infringer, NVDI will give XOMA, at XOMA’s expense, reasonable assistance in connection therewith. XOMA shall retain any damages or other monetary awards that it recovers in pursuing any action under this Section 6.6.3, except that any portion of such damages or awards that are attributable to lost sales, lost profits or a reasonable royalty with respect to [*] Drug Substance or Product shall belong to NVDI.
6.6.4. Each Party has the sole right to enforce any Intellectual Property Rights owned solely by such Party.
