Infringement of Third Party Intellectual Property Rights. In the event a claim of infringement of a third party’s intellectual property rights arising from the manufacture of the API, the importation of the API into the Territory, or the use or sale of the API in the Product or any Additional Product with a Cardiovascular Indication, is brought against either Party, PRONOVA shall defend such action at its own cost and expense in accordance with Section 13.4 and take either or both of the following actions simultaneously or sequentially:
(a) defend the claim and indemnify and hold harmless RELIANT, its Affiliates, directors, officers, employees, representatives, consultants and agents (the “RELIANT Infringement Indemnitees”) as set forth in Section 13.4 below; and/or
(b) obtain for itself and the benefit of RELIANT the right, through license or otherwise, to utilize the technology upon which the claim of infringement was based. Such rights obtained by PRONOVA from a third party under this Section 13.3(b) shall be licensed or sublicensed to RELIANT as part of the License hereunder. In connection with the foregoing, PRONOVA, at its option and expense, may dispose of such claim or may conduct the defense of such suit in its own discretion; provided, however, that PRONOVA shall not settle any such claim, suit or action if such settlement would impose on RELIANT the obligation to pay any damages or otherwise adversely affect RELIANT’s rights and obligations under the this Agreement, including, without limitation, requiring RELIANT to transfer any rights in or to the Patents or Trademarks, or become subject to an injunction, and so long as such settlement does not conflict with this Agreement. RELIANT will cooperate with PRONOVA in the defense and settlement of any such claim.
Infringement of Third Party Intellectual Property Rights. The Network Service Provider shall indemnify and hold harmless the Eurosystem from and against any Losses incurred in connection with any claims of a third party asserted against the Eurosystem that the Network, the Connectivity Services or any part thereof or the use of the Network or the Connectivity Services by the Eurosystem or the Di.Co.A. in accordance with this Contract or the relevant ESMIG Connectivity Services Agreement, as the case may be, infringes the third party's Intellectual Property Rights (each such claim an "Infringement Claim") The Eurosystem shall, without undue delay after it becomes aware of such Infringement Claim, notify the Network Service Provider of any Infringement Claim asserted against the Eurosystem in writing. Without undue delay after having been notified of an Infringement Claim, the Network Service Provider shall assume, at its own cost, the defence of such Infringement Claim and shall, to the extent permitted under applicable law, conduct any negotiations and litigation in respect to such Infringement Claim, provided that the Network Service Provider shall not be entitled or authorised to make any declarations or take any actions in the name of the Eurosystem, in particular to agree to the settlement of any Infringement Claim, without the prior written consent of the Eurosystem which consent shall not be unreasonably withheld or delayed. The Eurosystem shall, to the extent reasonably required, assist the Network Service Provider with the conduct of any such negotiations and litigation.
Infringement of Third Party Intellectual Property Rights. (a) Each party hereto shall notify the other promptly of the receipt of notice of any action, suit or claim alleging infringement by the Patents, the Technology, the Trademarks or the Product of any Intellectual Property Rights of a third party.
(b) In no event shall Licensee settle any such allegation of infringement without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. In the event that the Licensor agrees in writing or Licensee in good faith determines that it is necessary for Licensee to make royalty or other payments to a third party in order for Licensee to make, have made, use or sell or to continue making, having made, using or selling the Product, Licensee shall be entitled to offset such amounts so paid to any third party against any amounts which may become due to Licensor under this Agreement.
Infringement of Third Party Intellectual Property Rights. 12.01 In the event that any Third Party brings or asserts a claim against Repare or NYU that the Commercialization of the NYU Technology or a Licensed Product infringes rights in Intellectual Property owned or otherwise controlled by such Third Party (an “Infringement Suit”), the following shall apply:
12.02 the Party receiving a claim, or learning of the threat of such a claim, shall give the other Party prompt written notice within [***] detailing as many facts as possible concerning the claim;
12.03 Repare and/or its sublicensees, in its sole discretion, shall have the first right, but not an obligation, to defend against the Infringement Suit;
12.04 if Repare and/or its sublicensees does not take steps to defend against the Infringement Suit within [***] after the date that notice thereof was received from or delivered to the NYU, NYU may take such legally permissible action as it deems necessary or appropriate to defend against the Infringement Suit, but shall not be obligated to do so;
12.05 the Party defending against the Infringement Suit (in this Subsection, the “Litigating Party”) shall have the right to control such litigation and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any manner which would abridge the rights of the other Parties under this Agreement. By way of example and not by way of limitation, no Party may stipulate or admit to the invalidity, or unenforceability of any Intellectual Property Rights relating to the NYU Technology, or that a Licensed Product or the NYU Technology infringes Third Party Intellectual Property. Before any action is taken by a Party which could abridge the rights of the other Parties hereunder, the Parties agree, in good faith, to consult with each other with a goal of adopting a mutually satisfactory position;
12.06 the Litigating Party shall keep the other Parties fully informed of the actions and positions taken or proposed to be taken by the Litigating Party and the actions and positions taken by all other Parties to such litigation; and
12.07 in the event that Repare defends against the Infringement Suit, NYU may elect to participate formally in the Infringement Suit to the extent that the court may permit, provided that any additional expenses generated by NYU’s formal participation shall be paid by NYU.
12.08 Where either Repare, its sublicensees or NYU wishes to act alone, provided it is in compliance with the foregoing, bu...
Infringement of Third Party Intellectual Property Rights. Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties. Seller has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party). Buyer will not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of the Business as conducted on the Closing Date and as presently proposed to be conducted.
Infringement of Third Party Intellectual Property Rights. In the event that the manufacture, use or sale of the Product infringes or misappropriates third party Intellectual Property Rights, Aerogen may, in its sole discretion, (a) obtain for MIA the right to continue to market, sell and distribute the Product in the Territory, (b) replace or modify the Product so as to make the Product non-infringing, or (c) terminate MIA’s rights to distribute the Product in the Territory by written notice effective upon receipt pursuant to Section 14.9, but subject to Section 13.6(b). Aerogen may, in its sole discretion, enter into a settlement with the third party, including but not limited to, obtaining the rights described in subsection (a) above. If Aerogen terminates pursuant to subsection (c) above, MIA will remove all Product from the market and will cease distributing the Product. Aerogen shall not be obligated to indemnify MIA for third party claims arising out of the Product’s infringement of any intellectual property right of a third party resulting from MIA’s (x) modification of the Product by MIA other than Product Improvements or Manufacturing Improvements made pursuant to Section 3.4(a), (y) the combination of the Product with other technology or devices or (z) the modification, misuse or mishandling of OnQ Aerosol Generators after delivery thereof pursuant to Section 4.4.
Infringement of Third Party Intellectual Property Rights. Each party hereto shall notify the other party promptly in the event of the receipt of notice of any action, suit or claim alleging infringement by the Licensed Product of any patent held or trademark, know-how or intellectual property owned by a third party. In such event, CID Lines shall immediately and thoroughly inform the Company of such third party's claim or action, and CID Lines shall take all provisional measures as to protect and preserve the Company's interests hereunder.
Infringement of Third Party Intellectual Property Rights. (a) If, at any time on or after the Effective Date, any party shall become aware of any Proceeding or threat of any Proceeding by a third party alleging that the Licensed Product infringes the Intellectual Property Rights of any third party or otherwise seeking to prevent, or seek damages in relation to, the marketing of Licensed Product, such party shall promptly notify the other parties of the same.
(c) In the event of any Proceeding or threatened Proceeding contemplated by Section 9.03(b), the Controlling Party shall assume control of the defense of such Proceeding or threatened Proceeding, using counsel of its own choosing, that is reasonably acceptable to the other Party. The non-controlling party agrees to cooperate with the Controlling Party, at its own cost and expense, if and to the extent reasonably requested by the Controlling Party.
(d) The Controlling Party shall consult with the other party with respect to whether and how any such Proceeding should be defended, maintained, settled, or appealed throughout the pendency of such Proceeding. The Controlling Party shall keep the other party apprised throughout, and until final disposition of, any such Proceeding and give due consideration to the other party's views in connection with such Proceeding.
(e) The Controlling Party shall not enter into any settlement, agreement, consent judgment or other voluntary final disposition of a Proceeding or threatened Proceeding under this Section 9.04, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld.
Infringement of Third Party Intellectual Property Rights. (a) If, at any time on or after the Effective Date, any party shall become aware of any Proceeding or threat of any Proceeding by a third party alleging that the Licensed Product infringes the Intellectual Property Rights of any third party or otherwise seeking to prevent, or seek damages in relation to, the marketing of Licensed Product, such party shall promptly notify the other parties of the same.
Infringement of Third Party Intellectual Property Rights. 10.1. In case a third party asserts claim against End User based on the Service allegedly infringing such third party's intellectual property rights (including patent, copyright or trademark) or misappropriates its trade secrets, hereinafter “IPR”), Supplier has the right, but not a legal obligation, to take over the defense (including all costs and expenses) of such IPR-infringement claim against End User, subject to this Clause 10 only.
10.2. End User shall notify, in writing, Supplier without undue delay of any claim of infringement. Supplier shall hereafter have the option to assume responsibility of such infringement claim and any expenses in relation hereto.
10.3. If final judgment is passed in favor of the third-party claim, Supplier is at its sole discretion entitled to (a) obtain the right for End User to continue using the Service; (b) to bring an end to the CLEAN OIL BRIGHT IDEAS infringement by modifying or replacing the infringing part of the Service with a solution with materially the same functionality as the Service; or (c) to terminate the XXXX with immediate effect against repayment of the License Fee paid for the Service affected by the final judgement for a period of 12 months preceding termination. In case Supplier decides to terminate the XXXX, the End User is only entitled to repayment of License Fee paid to Distributor in accordance with the separate agreement between End User and Supplier.
10.4. Supplier's obligations shall not apply to the extent that the claim or adverse final judgment is based on
1) End User's non-compliance with this XXXX;
2) End User's integration of the Services with a non-Supplier pro- duct, data or business process including third-party add-ons or programs;
3) Use of the Service for other purposes than as intended and/or contrary to any instructions on use.
10.5. Besides the remedies in this Clause 10 End User may claim damages in accordance with Clause 12.5 subject to the liability limitation contained herein.
