Infringement of Third Party Intellectual Property. In the event of any infringement or likely infringement by any of the Licensed Technology of any Third Party’s intellectual property, the parties shall cooperate in good faith and on a mutual and reasonable basis, with each party responsible for its respective expenses, to negotiate and settle any dispute with any such Third Party concerning the Licensed Technology, and otherwise resolve any such infringement and secure MAS’s and CTI’s continued rights to practice the Licensed Technology.
Infringement of Third Party Intellectual Property. If, during the Term, either Party receives any notice, claim or proceedings from any Third Party alleging infringement of that Third Party’s Intellectual Property in the Territory by reason of either Party’s activities in relation to the Agreement, either Party receiving such notice shall promptly notify the other Party of such notice, claim or proceeding and Hansoh shall have the first right, but not the obligation, to resolve such infringement or such possibility, including entering into a Third Party license with [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. such Third Party with Viela’s prior written consent; provided that Hansoh shall not, without Viela’s prior written consent, enter into any compromise or settlement that (i) admits the invalidity of any Licensed Patent or Joint Patent in the Territory or elsewhere in the world, or (ii) requires Viela to relinquish any Licensed Patent or Joint Patent in the Territory or elsewhere in the world. Viela shall have the right to consult with Hansoh about any such litigation and to participate in and be represented by independent counsel in such litigation at Viela’s own expense. In the event that Hansoh elects not to resolve such infringement or such possibility of infringement, then (a) Viela shall, at Hansoh’s cost and expense, resolve such infringement or such possibility, and (b) Viela shall consider in good faith Hansoh’s comments with respect to strategy and negotiation of any action or proceeding. Hansoh shall, at the request of Viela, agree to timely commence or join in any necessary litigation, and in any event to cooperate with Viela in such litigation. Hansoh shall have the right to consult with Viela about any such litigation and to participate in and be represented by independent counsel in such litigation at Hansoh’s own expense.
Infringement of Third Party Intellectual Property. In the event that either Party learns of or suspects a Third Party is infringing its rights in the Jointly Developed IP, it shall immediately notify the other Party. Promptly thereafter, the Parties shall meet to develop a mutually acceptable strategy for addressing such infringement. Neither Party shall take any action with respect to any such alleged infringement before such mutually acceptable strategy is determined.
Infringement of Third Party Intellectual Property the Licensor or ViiV receives a Third Party claim that the Licensee’s use of any Patent Rights under this Agreement infringes the intellectual property rights of a Third Party, unless the Licensee confirm in writing that it will indemnify any and all Indemnified Persons (as defined in Clause 17.1) against any and all Losses (as defined in Clause 17.1) in connection with the Licensee’s continued use of the Patent Rights pursuant to this Agreement;
Infringement of Third Party Intellectual Property. Neither Group Company is engaged in any activity which infringes any Intellectual Property belonging to any third party.
Infringement of Third Party Intellectual Property. Each Party (the “Accused Party”) shall promptly notify the other Party (the “Non-Accused Party”) of any pending or threatened claim that (a) such Accused Party is infringing, violating, misappropriating, or misusing the intellectual property rights of a Third Party if such alleged infringement, violation, misappropriation, or misuse is reasonably likely to have resulted from such Accused Party’s exercise of its rights or performance of its obligations hereunder, or (b) any of the Parties’ Intellectual Property licensed hereunder, or the Parties’ rights thereto, are wholly or partially invalid, unenforceable, should be shortened in duration or are otherwise compromised in priority or effectiveness. The Non-Accused Party shall have the right to join the suit; provided that within thirty (30) days after receipt of written notice of the claim, the Non-Accused Party shall notify the Accused Party of its election to join such suit with respect to any pending or threatened claim under clause (a) or (b) of the preceding sentence. If the Non-Accused Party elects to join such suit, then the Parties shall cooperate in the defense and settlement of any such claim. Such defense and settlement shall be conducted jointly by the Parties and they shall share any resulting expenses on an equal basis. The Accused Party and shall keep the Non-Accused Party reasonably informed of the status of any suit with respect to any pending or threatened claim as described herein.
Infringement of Third Party Intellectual Property. Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, the Company has not received notice from any Person claiming that such operation or any act, product, technology or service of the Media Business infringes or misappropriates the Intellectual Property of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor is the Company aware of any basis therefor).
Infringement of Third Party Intellectual Property. In the event of any actual or threatened suit against Jingfeng or its Affiliates, Sublicensees or customers alleging that the exploitation or use of the Patents and/or Know-How hereunder infringes the patent or other intellectual property rights of a Third Party, Jingfeng shall promptly give written notice to Carbylan. Carbylan will provide to Jingfeng all reasonable assistance requested by Jingfeng to defend or settle such suit and in particular Carbylan will promptly make available to Jingfeng, [*], all information in its possession or control which will assist Jingfeng in defending or otherwise dealing with such suit. Jingfeng shall have the right to defend in its sole discretion such suit but shall consult with Carbylan before settling such suit. Jingfeng shall not settle the suit without obtaining prior written consent of Carbylan which consent shall not be unreasonably withheld. Notwithstanding the foregoing, if such suit (i) arises or results from the breach of Carbylan’s representations and warranties under Section 9.2 and/or (ii) is subject to Carbylan’s indemnification obligation under Section 10.2, then this Section 11.3 shall not apply and the defense and settlement of such suit shall be subject to Section 10.2.
Infringement of Third Party Intellectual Property. The conduct of the Business of the Company (and its employees’ and consultants’ performances of their duties in connection therewith) and the Company’s use of any Company Intellectual Property does not infringe or misappropriate (“Infringe” or “Infringing”) any common law, statutory or other right of any Person, including without limitation any rights relating to any Intellectual Property. There is no litigation, opposition, cancellation, Proceeding, objection or claim pending, asserted or threatened in writing against the Company concerning the Company’s ownership, validity, registrability, enforceability, infringement, misappropriation, violation or use of, or licensed right to use any Company Intellectual Property. To the Knowledge of the Company, no valid basis exists for any such litigation, opposition, cancellation, Proceeding, objection or claim.
Infringement of Third Party Intellectual Property. (a) In the event that a Party becomes aware of any claim that the Development, manufacture, import, use or Commercialization of any Licensed Product in the Field in the Territory hereunder infringes or violates the Intellectual Property rights of any Third Party in the Territory, such Party shall promptly notify the other Party in writing. The Parties shall thereafter discuss the situation, and to the extent reasonably necessary, use reasonable good faith efforts attempt to agree in writing on a course of action.
