Infringement or Misappropriation. 3.6.1 Seller and its Affiliates have not received any written notice from any third party asserting or alleging that any research, development or manufacture of BMN-673 or a Product by or on behalf of Seller or its Affiliates prior to the Signing Date infringed or misappropriated the intellectual property rights of such third party.
3.6.2 To the Knowledge of Seller, the development, manufacture and commercialization of BMN-673 [*] by or on behalf of Seller and its Affiliates [*] can be performed without infringing any issued patents owned or controlled by a third party.
3.6.3 To the Knowledge of Seller, no third party is infringing the Assigned Patents as of the Signing Date.
Infringement or Misappropriation. To Company’s Knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of any Sellers Intellectual Property by any third party, including without limitation any Employee or former Employee of any Seller. No Seller has brought any Action for infringement or misappropriation of any Sellers Intellectual Property or breach of any license agreement, services agreement or other agreement involving any Sellers Intellectual Property against any third party. No Seller has been sued (or received any notice or any threat of being sued) in any Action which involves a Claim of infringement or misappropriation of any Intellectual Property right of any third party (“Third Party Intellectual Property”) or which contests the validity, ownership or right of any Seller to exercise any Sellers Intellectual Property. To Company’s Knowledge, the Sellers Intellectual Property does not and will not infringe or misappropriate any Third Party Intellectual Property and there is no substantial basis for a claim that the design, development, use, marketing, licensing, sale, offer for sale, provision, manufacturing, reproduction, importation and/or distribution of the Products or any other Sellers Intellectual Property is infringing or has infringed on or misappropriated any Third Party Intellectual Property.
Infringement or Misappropriation. To the Company’s Knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of the Company Intellectual Property by any third party, including without limitation any Employee or former Employee of the Company. No party has brought any Action for infringement or misappropriation of the Company Intellectual Property or breach of any license agreement, services agreement or other agreement involving the Company Intellectual Property against the Company. the Company has not been sued (or received any notice or any threat of being sued) in any Action which involves a Claim of infringement or misappropriation of any Intellectual Property right of any third party (“Third Party Intellectual Property”) or which contests the validity, ownership or right of the Company to exercise the Company Intellectual Property. To the Company’s Knowledge, the Company Intellectual Property does not and will not infringe or misappropriate any Third Party Intellectual Property.
Infringement or Misappropriation. To 180’s Knowledge, there is no unauthorized use, disclosure, infringement or misappropriation of the 180 Intellectual Property by any third party, including without limitation any Employee or former Employee of 180. No party has brought any Action for infringement or misappropriation of the 180 Intellectual Property or breach of any license agreement, services agreement or other agreement involving the 180 Intellectual Property against 180. 180 has not been sued (or received any notice or any threat of being sued) in any Action which involves a Claim of infringement or misappropriation of any Intellectual Property right of any third party (“Third Party Intellectual Property”) or which contests the validity, ownership or right of 180 to exercise the 180 Intellectual Property. To 180’s Knowledge, the 180 Intellectual Property does not and will not infringe or misappropriate any Third Party Intellectual Property.
Infringement or Misappropriation. 7 ARTICLE 11. CONFIDENTIALITY........................................................8
Infringement or Misappropriation. If either Party becomes aware of any actual or potential infringement or misappropriation of the Licensed Technology by any Person, it shall promptly notify the other Party of such infringement or misappropriation. Licensor has the right, but not the obligation, to prosecute, at its own expense, any misappropriation or infringement of the Licensed Technology. Within ten (10) business days after notice of such infringement or misappropriation, Licensor shall make an election to prosecute or not prosecute such infringement or misappropriation and send Licensee notice of such election. If Licensor elects not to prosecute such infringement or misappropriation, Licensor will provide Licensee with notice of its election and Licensee will have the right, but not the obligation, to prosecute such infringement or misappropriation at its own expense, and regardless of whether such infringement or misappropriation occurred prior to and/or after the Effective Date. Licensee shall be entitled to prosecute such infringement or misappropriation in its own name or, where required by local law requirements, in either the joint names of Licensee and Licensor or in the name of Licensor. In the event that Licensee notifies Licensor that it wishes to commence such an action and that local law requires it to be brought in either the Parties' joint names or in the name of Licensor, Licensor shall have the option (to be exercised within fifteen (15) days of such notice) to agree to join Licensee in suit and/or reimburse Licensee for one-half of all costs Licensee incurs in relation to such prosecution and in such circumstances the Parties shall share the monetary proceeds of any such prosecution. In the event that Licensor does not elect to join the prosecution or reimburse Licensee with one-half of costs incurred as aforesaid, Licensee shall be entitled to retain all monetary proceeds (including damages and awards for costs) arising out of such prosecution less reimbursement to Licensor for costs Licensor reasonably incurs in connection with such prosecution, including without limitation costs for Licensor's cooperation in any such prosecution. Notwithstanding the foregoing, any prosecution of Licensee or its Affiliates by Licensor of any alleged infringement or misappropriation of Licensed Technology shall be governed by the dispute resolution procedures set forth in SECTION 12.7 of this Agreement. Any prosecution by Licensor or Licensee of any alleged infringement or misapprop...
Infringement or Misappropriation. To Eagle’s Knowledge, (i) the Development, Manufacture, or Commercialization of the RTD Product and the RI Product (in each case as existing as of the Effective Date) in the SymBio Territory will not infringe or misappropriate the intellectual property rights of any Third Party and (ii) the use of the Eagle Licensed Know-How will not infringe any Third Party rights under the Laws of confidential information, and the Eagle Licensed Know-How has not been disclosed to any Third Party except under conditions of confidence;
Infringement or Misappropriation. The Project to be conducted and Property created hereunder by Quick-Med will not knowingly misappropriate the Intellectual Property of others. However, Quick-Med does not represent or warrant that its work will be outside the scope of any patent or registered design. Quick-Med represents that Quick-Med is not bound by any agreement with another that would be violated by Quick-Med’s work for KCI or by Quick-Med’s fulfillment of its obligations hereunder.
Infringement or Misappropriation. If any item used by either party to perform its obligations under this Agreement becomes, in such party’s reasonable opinion is likely become, the subject of an infringement misappropriation claim or proceeding, in addition to indemnifying the other party as provided in this Section 17 and to the other rights the other party may have under this Agreement, such party shall: (a) secure the right at its expense to continue using the item; (b) if this cannot be accomplished with commercially reasonable efforts, then at such party’s expense, replace or modify the item make it non-infringing or without misappropriation, provided that any such replacement or modification shall not degrade performance or quality of the affected component of the Services or such party’s other obligations; (c) if neither of the foregoing can be accomplished by such party with commercially reasonable efforts, and only in such event, then remove the item from the Program, in which case the payment terms in Schedule 4 shall be equitably adjusted reflect such removal (and if in the other party’s reasonable opinion such removal is material to all or any portion of this Agreement, such party may terminate this Agreement).
Infringement or Misappropriation. Exelixis hereby represents and warrants to Sanofi-Aventis that, as of the Execution Date and at the Effective Date and to its Knowledge: (i) [ * ] or (ii) [ * ]; and (iii) [ * ]; and (iv) [ * ].
