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. 10.1 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.
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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. INDEMNIFICATION ---------------------------------------------------------
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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.
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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. (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;
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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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Related to INFRINGEMENT OF RIGHTS OF THIRD PARTIES

  • 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 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 Mereo 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 this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, 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 Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

  • 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.

  • Contracts (Rights of Third Parties ACT 1999 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, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Infringement by Third Parties Genetronics and Ethicon shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

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