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 of Third Party Rights. (a) If any warning letter or other notice of infringement is received by a Party, or legal action is brought against a Party, alleging infringement of third party rights in the manufacture, use or sale of any Licensed Product or use of any Patents, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.
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 Party pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Neither Party shall have the right to settle any patent infringement litigation under this Section 8.6 in a manner that diminishes the rights or interests of the other Party without the written consent of such other Party (which shall not be unreasonably withheld).
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 pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Maxim shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Maxim’s activities at its own expense and by counsel of its own choice, and Myriad shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Myriad shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by Myriad’s activities at its own expense and by counsel of its own choice, and Maxim shall have the right, 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 patent infringement litigation under this Section 8.5 in a manner that diminishes the rights or interests of the other party without the written consent of such other party (which shall not be unreasonably withheld).
Infringement of Third Party Rights. 10.5.1 The Parties will promptly notify each other of any allegation that any activity under this Agreement infringes or may infringe the intellectual property rights of any Third Party.
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 ACADIA, MSK or any of their respective Affiliates or Sublicensees or Licensees, as applicable, pursuant to this Agreement infringes or may infringe the intellectual property rights of a Third Party. ACADIA shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by activities of ACADIA, ACADIA Affiliates and Licensees at its own expense and by counsel of its own choice, and MSK shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. MSK shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by activities of MSK, MSK Affiliates and Sublicensees at its own expense and by counsel of its own choice, and ACADIA shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (I) […***…]. (II) In the event MSK needs to obtain a license or other similar right under any issued Patent […***…] owned or Controlled by a Third Party in a particular country which, in the absence of such license or other grant of rights to such issued Patent, would preclude MSK from practicing the ACADIA Technology in such country under the license granted in Sections 4.1(a) and 4.1(b), MSK shall be fully responsible for obtaining such license or other similar right and shall have the right to offset […***…] of the payments […***…] due to such Third Party in such country against the amount of royalties that would otherwise be payable pursuant to Section 5.5 for such country, provided, however, that the amount of the offset allowed in any particular Calendar Quarter shall […***…] of the amount of the royalty payable by MSK to ACADIA for such Calendar Quarter in such country. MSK shall be permitted to carry forward the amount of any offset […***…] of the amount of the royalties payable in a particular Calendar Quarter in such country, and apply such amount against royalties payable in subsequent Calendar Quarter(s) for such country until such amount has been exhausted but so long as MSK’s royalty obligation in such country remains. (III) In the event ACADIA needs to obtain a license or other similar right under any issued Patent owned or Controlled by a Third Party in a particular country which, in the absence of such license or other grant of rights to such is...
Infringement of Third Party Rights. 5.1 If a third party objects to the Licensee’s use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement.
Infringement of Third Party Rights. If any Product used or sold by Artiva or its Affiliates or Sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent, each Party shall promptly notify the other Party. Neither Party shall have the right to settle any patent infringement litigation under this Section 4.6 in a manner that diminishes the rights or interests of the other Party without the written consent of such other Party (which shall not be unreasonably withheld).
Infringement of Third Party Rights. In the event that a third party at any time provides notice to, or commences an action, suit or proceeding against, a party or such party's Affiliates, sub licensees or distributors, claiming infringement of the third party's patent rights or copyrights or unauthorized use or misappropriation of its technology, based upon an assertion or claim arising out of the making, having made, using, offering for sale, selling or importing of a Product, such party shall promptly notify the other party, and (i) neither party may settle such claim or action without the consent of the other party; (ii) the parties shall also discuss how the expenses and any recoveries from such action should be treated; and (iii) if the parties do not reach agreement, InNexus shall make the final decision at its own discretion and expense.
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 pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Cypress or its sub-licensee shall have the first right to control any defense of any such claim alleging that the use of the Trademarks in relation with Licensed Product infringes any Third Party rights in the Licensed Territory, at its own expense and by counsel of its own choice, and Xxxxxx Xxxxx shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Cypress or its sub-licensee fails to proceed in a timely fashion with regard to such defense, Xxxxxx Xxxxx shall have the right to control any such defense of such claim at its own expense and by counsel of its own choice, and each of Cypress and its sub-licensee shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. No party shall have the right to settle any trademark infringement litigation under this Section 1.6(b) relating to the use of the Trademarks in the Licensed Territory without the consent of such other party.
