IP Claims. If an IP Claim is asserted, or if SIEMonster reasonably believes that an IP Claim is likely to be asserted, then SIEMonster may do either of the following at its expense: (i) obtain the right to use the Software or Services free from the claimed infringement; or (ii) modify the Software or Service so that they are no longer subject to the claimed infringement but are functionally equivalent. If SIEMonster is not able to do either on commercially reasonable terms, then SIEMonster may terminate the license for the Software or the Order for the Services, as applicable, that is the subject of the IP Claim on ninety (90) days advance written notice, and refund to Customer: (i) any pre-paid fees for unused Services or subscription license periods, or (ii) if the Software was licensed on a perpetual basis an amount equal to unamortized license fees based on a thirty-six (36) month amortization schedule.
IP Claims. Solo will, at Solo’s expense, either defend Subscriber from or settle any claim, proceeding or suit brought by a third party against Subscriber and its Authorized Persons, alleging that Subscriber’s use of a Product or Support Services during the Subscription Term infringes or misappropriates such third party’s intellectual property rights (“IP Claim”). Solo will indemnify Subscriber and its Authorized Persons from and pay: (i) all damages, costs and attorneys’ fees finally awarded against Subscriber and its Authorized Persons to such third party to the extent resulting from such IP Claim; (ii) any settlement amounts consented to by Solo in connection with such IP Claim; and (iii) all out-of-pocket costs incurred within five (5) days of receipt of such IP Claim by Subscriber and its Authorized Persons prior to tendering the defense of an IP Claim to Solo. For the avoidance of doubt, (1) any costs incurred beyond five (5) days after receipt will be at Subscriber’s own cost and expense, and (2) Solo will not pay for any out-of-pocket costs incurred by Subscriber once the IP Claim is tendered to Solo.
IP Claims. IntroHive agrees to, at its option, defend and/or settle any claim made by a third party alleging that the IntroHive technology underlying the IntroHive Platform infringes such third party’s United States patent issued as of the Effective Date, copyright, trademark or trade secret (a “Claim”), provided that Customer provides IntroHive with (i) prompt written notice of the Claim, except that any failure to provide this notice promptly only relieves IntroHive of its responsibility pursuant to this Section 6.3 to the extent its defense is materially prejudiced by the delay, (ii) sole control over the defense and settlement of the Claim; and (iii) all assistance, information and authority reasonably required for the defense and/or settlement of the Claim. If a Claim is sustained in a final judgment from which no further appeal is taken or possible, then IntroHive will pay or otherwise satisfy any monetary award entered against Customer as part of such final judgment to the extent that such award is adjudged in such final judgment to arise from such infringement, provided that IntroHive’s obligation to pay such award shall not exceed three times (3X) the total fees paid by Customer to IntroHive under this Agreement during the time period preceding the date the Claim is made. If IntroHive, in its sole discretion, believes a Claim or an adverse judgment in connection with a Claim is likely, then IntroHive may, at its option, (a) obtain a license from such third party claimant that allows Customer to continue the use of the IntroHive Platform, (b) modify the IntroHive Platform so as to be non-infringing, or (c) if neither (a) nor (b) is available to IntroHive at a commercially reasonable terms, terminate this Agreement upon written notice to Customer. This Section 6.3 sets forth the entire liability of IntroHive and the sole and exclusive remedy of Customer in the event of any claim that the IntroHive Platform infringes any third party Intellectual Property Right.
IP Claims. As of the Effective Date, no Person has made, nor has Eisai received, any written, nor to the Knowledge of Eisai has any Person threatened, any written or oral, claim of ownership, inventorship or Patent infringement, or any other claim of intellectual property misappropriation or violation, from any Third Party (including by current or former officers, directors, employees, consultants, or personnel of Eisai or any predecessor) with respect to the Eisai Intellectual Property, or initiated a lawsuit against Eisai, in any case (i) challenging the ownership, validity or enforceability of any of the Eisai Intellectual Property in the Field or the CNS Field in the Territory, (ii) alleging that the license, use or practice of them infringes, violates or misappropriates: (A) the intellectual property rights of any Person; or (B) the rights of any Third Party, or (iii) seeking to enjoin or restrain such use or practice. Eisai has no Knowledge that any Person intends to assert such a claim or initiate such a lawsuit, or that any Person has a valid basis to do so.
IP Claims. Immersion Ireland agrees to (1) indemnify, hold harmless and defend Samsung against any claim, legal action, or administrative procedure filed against Samsung by a third party alleging that the Licensed Software, as used within the scope of this Agreement, infringes any patent, copyright, trademark, trade secret, or other intellectual property right of any third party (an “IP Claim”), and (2) pay all damages, costs, including reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction with respect to such IP Claim awarded against Samsung in a final judgment or settlement approved in advance and in writing by Immersion Ireland; provided that Samsung: (a) notifies Immersion Ireland in writing within thirty (30) days of commencement of such IP Claim, (b) grants Immersion Ireland sole control of the defense and settlement of the IP Claim, and (c) provides Immersion Ireland with all timely assistance, information and authority required for the defense and settlement of the IP Claim. To avoid or settle any IP Claim, Immersion Ireland, at its sole option and expense, may: (i) obtain for Samsung the right to continue to use the Licensed Software as contemplated herein, (ii) modify the Licensed Software so that it becomes non-infringing, but without materially altering its functionality, (iii) replace the Licensed Software with functionally equivalent non infringing technology, or, if options (i), (ii) and (iii) above cannot be accomplished despite Immersion Ireland’s commercially reasonable efforts, then Immersion Ireland may terminate this Agreement and, to the extent that any [***] at the time of such termination, shall [***] occurring after such termination. Notwithstanding the foregoing, Immersion Ireland assumes no liability for IP Claims to the extent arising from or based on (i) the combination of the Licensed Software with other products not provided by Immersion Ireland where such claim would not have arisen from the use of the Licensed Software standing alone; except where such combination is necessary for or the intended use of the Licensed Software, (ii) any modification of the Licensed Software not made by or under the authority of Immersion Ireland, where such infringement would not have occurred but for such modifications, or (iii) use of any version of the Licensed Software other than the current version of the Licensed Software, if the infringement would not have occurred but for use of such non-current version. Samsung’s sole...
IP Claims. For purposes of IP Claims (as defined in the Partner Agreement), Subscription Services are included in the definition of Covered Products.
IP Claims. Each party must promptly (and within [***] Business Days if permissible under applicable law or stock exchange rules) notify the other party of any third party allegation of infringement or misappropriation of any third party Intellectual Property rights due to the handling, storage or use of the Cell Line, Customer Materials, Customer Intellectual Property Rights or CMC Intellectual Property Rights or the manufacture of the Product.
IP Claims. Without limiting Section 2.08, Parent hereby covenants and agrees, on behalf of itself and its Affiliates and Representatives, that, with respect to the continued use in the Spinco Business following the Distribution Date of any Intellectual Property (in a manner consistent with the manner in which such Intellectual Property was used in the Spinco Business prior to the Distribution Date) owned by a Parent Company and used in the Spinco Business prior to the Distribution Date, but not included in the US Licensed Intellectual Property, Excluded Intellectual Property or US Transferred Intellectual Property (such Intellectual Property, “Omitted Intellectual Property”), Abacus Technology shall be afforded a reasonable opportunity to negotiate a license with Parent with respect to such use or, if no such agreement is reached by Abacus Technology and Parent, to phase-out and cease use of such Omitted Intellectual Property in a commercially reasonable manner.
IP Claims. In regards to any third party claim, action or demand relating to use by HT Prostate of the EDAP IP in accordance with the terms hereof in the event that any such intellectual property in the opinion of EDAP is likely to or does become the subject of a claim, action, suit or other proceeding EDAP shall at its option and expense, procure for HT Prostate the right to continue using such intellectual property, modify the intellectual property to make it non infringing or substitute intellectual property of similar capability.
IP Claims. As of the Effective Date of the Option Agreement, Novartis has not received, nor to the knowledge of Novartis has any Person threatened, any written or oral, claim of ownership, inventorship or Patent infringement, or any other claim of intellectual property misappropriation or violation, from any Third Party (including by current or former officers, directors, employees, consultants, or personnel of Novartis or any predecessor) with respect to the Licensed IP, or initiated a lawsuit against Novartis, in any case (i) challenging the ownership, validity or enforceability of any of the Licensed IP in the Field in the Territory, (ii) alleging that the license, use or practice of them infringes, violates or misappropriates: (A) the intellectual property rights of any Person; or (B) the rights of any Third Party, or (iii) seeking to enjoin or restrain such use or practice.
