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 IllumeSys’ continued rights to practice the Licensed Technology.
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.
(b) If, within thirty (30) calendar days of the notice set forth above, the Parties fail to agree in writing upon an appropriate course of action with respect to such infringement or violation in the Territory, then, with respect to any claim or allegation that the practice of any Athenex Know-How or technology covered by the Athenex Intellectual Property Rights pursuant to, in each case, this Agreement in the Field in the Territory is alleged to or does infringe the intellectual property rights of any Third Party (an “IP Claim”), Athenex shall have the obligation, to seek a license, defend or settle any action in the Territory, or to initiate and prosecute legal action in the Territory to resolve such IP Claim. Athenex shall keep Almirall reasonably informed as to the progress of any IP Claim. Almirall shall render, all assistance reasonably requested in connection with any action, defense, or settlement or license negotiations thereof undertaken by Athenex. However, the control of such IP Claim, including whether to initiate any legal proceeding and/or the settlement thereof, or enter into a license with respect to the subject matter thereof, shall solely be under the control of Athenex; provided that Athenex shall not take any decision, or settle any such claim or proceeding, or enter into any license agreement, in a manner that materially adversely affects Almirall’s rights under this Agreement or which results in any material monetary payment by or financial loss to Almirall, without Almirall’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Athenex shall pay for all costs and expenses incurred by Athenex in such defense, action, settlement or pursuant to such license, and, subject to subsection (f) below, Athenex shall pay all damages awarded or settlement payments made (including future royalty or similar payments) to such Third Party with respect thereto.
(c) If the Parties agree that it is prefer...
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. 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 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. Neither Group Company is engaged in any activity which infringes any Intellectual Property belonging to any third party.
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. 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. No outstanding claims or threats of infringement of or unauthorised use of any rights of any third-party (including employees and former employees), which would be material to the Group in any Group Intellectual Property, have been received by any member of the Retained Group or any Group Company and, so far as the Seller is aware, there are no circumstances which could give rise to any claims of unauthorised use or infringement.
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.
