INFRINGEMENT OF RIGHTS OF THIRD PARTIES Sample Clauses

INFRINGEMENT OF RIGHTS OF THIRD PARTIES. 9.1 In the event that the Software is held or believed by the Licensor to infringe third party copyright or patent rights, or the Licensee's use of the Software is enjoined, the Licensor will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing; (ii) obtain for the Licensee a license to continue using the Software;
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. 12.1 In the event that the Software is held or believed by the Licensor to infringe third party copyright or patent rights, or the Licensee's use of the Software is enjoined, the Licensor will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing; (ii) obtain for the Licensee a licence to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to the Licensee, or (iv) if none of the foregoing remedies are commercially feasible, in Licensor’s sole but reasonable determination, terminate the Licence for the infringing Software and refund any licence fees paid for the Software, prorated over a three-year term from the date of purchase of such infringing Software. 12.2 The Licensor will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by the Licensor; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by the Licensor or under the Licensor's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that the Licensor provides to the Licensee, or (iii) the combination, operation, or (iv) use of any Software furnished under this Agreement with programs or data not furnished by the Licensor if such infringement would have been avoided by the use of the Software without such programs or data. 12.3 The Software includes functionality that enables producing source code from the original binary code of third-party programs, and modifying binary code of Third Party Software. Licensee acknowledges that binary code and source code of Third Party Software might be protected by copyright and trademark rights. Before using the Software against Third Party Software, Licensee should make sure that decompilation or modification of binary code is not prohibited by the applicable license agreement (expect to the extent that Licensee may be expressly permitted under applicable law) or that Licensee has obtained permission to decompile or modify the binary code from the copyright owner. Licensor disclaims any liability for Licensee’s use of the Software against Third Party Software in violation of applicable laws. 12.4 This Section states the Licensor's entire liability for copyright and patent infringement. 12.5 The Licensee shall indemnify the Licensor for damages, costs, loss (including expen...
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. CSN GmbH has not infringed ---------------------------------------- and is not infringing the intellectual property of any third party and CSN GmbH has not received any written notification alleging such infringement. There is no outstanding claim against CSN GmbH for infringement of any intellectual property of third parties.
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. If goods are manufactured in accordance with drawings, models, or other prototypes or patterns supplied by Buyer, or in accordance with any other form of documentation supplied by Buyer, Buyer shall indemnify Seller for any infringement of rights of third parties arising from the use and manufacture of such materials, including, without limitation, infringement of patents, copyrights, or trademarks of such third party.
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. 12.1 In the event that the Software is held or believed by the Licensor to infringe third party copyright or patent rights, or the Licensee's use of the Software is enjoined, the Licensor will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing; (ii) obtain for the Licensee a licence to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to the Licensee, or (iv) if none of the foregoing remedies are commercially feasible, in Licensor’s sole but reasonable determination, terminate the Licence for the infringing Software and refund any licence fees paid for the Software, prorated over a three- year term from the date of purchase of such infringing Software. 12.2 The Licensor will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by the Licensor; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by the Licensor or under the Licensor's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that the Licensor provides to the Licensee, or
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. INDEMNIFICATION --------------------------------------------------------- 8.1 In the event that a third party asserts any patent infringement, misappropriation of trade secret, breach of confidentiality relationship or any other action based on or in relation to Cephalon's, a Cephalon Affiliate's or a Cephalon sublicensee's manufacture, use or sale of any Licensed Product in the Territory, Novo is obligated, pursuant to the terms of the Novo License Agreement, at Novo's sole expense, to defend, indemnify and hold Cephalon or such Cephalon Affiliate or Cephalon sublicensee harmless against all such claims. In no event shall Abbott be liable to or have any obligation to defend Cephalon regarding any such claims. 8.2 In the event that, in its sole discretion, Cephalon, such Cephalon Affiliate or Cephalon sublicensee pays a royalty to such third party in order to continue the marketing of the Licensed Product, Novo has agreed in the Novo License Agreement that Cephalon shall be entitled to credit against the Novo Royalties in the amount that such royalties are actually paid to such a third party.
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. (a) Home Arcade shall promptly notify SC&T of any claim or allegation by a third party that the manufacture or sale of the Products or the use of the tools infringes any claim of such third party's patent or proprietary property; (b) SC&T, at its sole discretion, may defend and otherwise respond to any claim or allegation by a third party that the manufacture of the Products or use of the Tools infringes any claim of such third party's proprietary property. Home Arcade shall, at its sole expense, furnish all assistance reasonable for such defense by SC&T.
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. If a Licensed Product becomes the subject of a claim for patent infringement anywhere in the world by virtue of the incorporation of the Licensed Patent Rights or the Inventions, the parties shall promptly give notice to the other and meet to consider the claim and the appropriate course of action. Licensee shall have the right to conduct the defense of any such suit brought against Licensee and either or both of ARCH and the University using counsel reasonably acceptable to ARCH, and shall have the sole right and authority to settle any such suit, provided that (i) ARCH and the University, as applicable, shall have the right (but not the obligation) to participate in such suit-at their own cost and expense, and (ii) Licensee shall not have any right to surrender any of ARCH’s or the University’s rights to the Licensed’ Patent Rights or to grant to any person or entity any rights to the Licensed Patent Rights other than a sublicense subject to the conditions which would apply to the grant of any other sublicense hereunder. In those circumstances where a third party asserts that its patent dominates the Licensed Patent Rights and Licensee’s right to practice such is at issue, Licensee shall have the right to require ARCH’s participation in any such suit, upon reasonable prior written notice, but at Licensee’s expense.
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INFRINGEMENT OF RIGHTS OF THIRD PARTIES. 1. Party A warrants to Party B that the Products and any ideas or know-how related to the Products do not infringe on any intellectual property rights or other rights of any third party. 2. In the event that any action, objection, claim, or other dispute is brought by a third party against the Products as an infringement of a third party’s rights, Party A or Party B shall immediately notify each other to such effect. 3. With respect to the dispute in the preceding paragraph, Party A shall follow the instructions of Party B, if any, and settle the dispute without causing any trouble to Party B, at its own responsibility and expense, and if necessary, compensate the third party for the damages. 4. In the event that Products are found by a court of law or dispute resolution organization to have infringed the rights of a third party with respect to the dispute in Paragraph 2, Party A shall promptly pay the compensation set forth in the preceding Paragraph.
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Related to INFRINGEMENT OF RIGHTS OF THIRD PARTIES

  • Exclusion of Rights of Third Parties Nothing in these terms and conditions shall confer on any third party a right to enforce any provision herein and the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B) which might otherwise be interpreted to confer such rights shall not apply and are expressly excluded from applying herein and no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of these terms and conditions.

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Infringement Claims by Third Parties If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

  • No Violation of Rights of Third Parties Executive warrants that the performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive prior to Executive’s employment with Employer. Executive agrees not to disclose to Employer, or induce Employer to use, any confidential or proprietary information or material belonging to any previous employers or others. Executive warrants that Executive is not a party to any other agreement that will interfere with Executive’s full compliance with this Agreement. Executive further agrees not to enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement while such provisions remain effective.

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • Contracts (Rights of Third Parties ACT 1999

  • Infringement by Third Parties In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Infringement Remedies If, in either party’s opinion, any piece of equipment, software, commodity, or service supplied by Contractor or its subcontractors, or its operation, use or reproduction, is likely to become the subject of a copyright, patent, trademark, or trade secret infringement claim, Contractor must, at its expense: (a) procure for the State the right to continue using the equipment, software, commodity, or service, or if this option is not reasonably available to Contractor, (b) replace or modify the same so that it becomes non-infringing; or (c) accept its return by the State with appropriate credits to the State against Contractor’s charges and reimburse the State for any losses or costs incurred as a consequence of the State ceasing its use and returning it.

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