Notice and Discontinuance of Infringement Sample Clauses

Notice and Discontinuance of Infringement. In the event that either Schering or Licensor becomes aware of any third party infringement within the Territory of any Valid Claim, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor shall have a period of six (6) months from the date of said notice to obtain a discontinuance of such infringement or bring suit against the third party infringer. Licensor shall bear all the expenses of any suit brought by it. Schering shall have the right, prior to commencement of the trial, suit or action brought by Licensor, to join any such suit or action, and in such event shall pay one-half of all costs of such suit or action. In the event that Schering has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Schering. In the event that Schering has not joined the suit or action, Schering will reasonably cooperate with Licensor in any such suit or action and shall have the right to consult with Licensor and be represented by its own counsel, provided that Licensor shall periodically reimburse Schering for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with Licensor. Any recovery or damages derived from any suit under this Section 4.3(a) where Schering has joined and shared costs shall be used first to reimburse each of Licensor and Schering for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse Schering for amounts attributed to Schering's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which Schering has not joined shall be retained by Licensor.
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Notice and Discontinuance of Infringement. Each of CIMA and Schering shall promptly notify the other party in writing in the event that it becomes aware of any infringement by a third party in the Territory of any issued patent within the Patent Rights. Any such notification shall include evidence to support an allegation of infringement by such third party. Each of Schering and CIMA shall have primary responsibility for obtaining a discontinuance of such infringement or bringing suit against such third party infringer with respect to Patent Rights for which it has responsibility under the License Agreement. The License Agreement shall set forth additional provisions, to be negotiated by the parties, detailing the parties' responsibilities and obligations with regard to resolution of any alleged third party infringement and for apportionment between the parties of any recovery or damages awarded from a suit or action brought by CIMA and/or Schering.
Sample 1
Notice and Discontinuance of Infringement. In the event that Schering becomes aware of infringement in the Territory of any issued patent within the Patent Rights, Schering will notify RIBI in writing to that effect, including with said written notice evidence to support an allegation of infringement by such third party. In the event RIBI concurs infringement is occurring, RIBI shall have [*] from the date of said notice to obtain a discontinuance of such infringement or to bring suit against the third party infringer. [*] Schering shall have the contractual right, prior to commencement of the trial, suit or action brought by RIBI, to join any such suit or action, and in such event shall [*]. In the event that Schering has joined in the action and [*]. In the event that Schering has not joined the suit or action, Schering [*].
Sample 1
Notice and Discontinuance of Infringement. 46 8.3.2 Continuance of Infringement...................................... 46 8.4 Infringement of Third Party Patents; Third Party Licenses............... 47 8.4.1
Sample 1
Notice and Discontinuance of Infringement. In the event that either Schering or Sepracor becomes aware of any infringement involving Licensed Product within the Territory of any issued patent within the Patent Rights, it will notify the other party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Sepracor shall use reasonable efforts to obtain a discontinuance of such infringement or bring suit against the third party infringer within [**] from the date of said notice. Sepracor shall bear all the expenses of any suit brought by it. Schering shall have
Sample 1
Notice and Discontinuance of Infringement. In the event that either SKK or Quark becomes aware of any infringement involving Licensed Products within the Territory of any issued patent within the Patent Rights (including any Quark Improvement Patents for which SKK has exercised its option set forth in Section 4.1), it will notify the other party in writing to that effect. Quark shall have the first right, but not the obligation, to bring suit against the third party infringer at its own expense. SKK will reasonably cooperate with Quark in any such suit or action and shall have the right to consult with Quark and be represented by its own counsel at its own expense. Any recovery or damages derived from any suit under this Section shall be used first to reimburse each of Quark and SKK for its documented out-of-pocket legal expenses relating to the suit, second [ * ].
Sample 1
Notice and Discontinuance of Infringement. In the event that either Apollo or AHPC becomes aware of any infringement within the Territory of any Valid Claim within the Apollo Patent Rights, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such Third Party. Apollo shall have the right, but not the obligation to take any such action which it reasonably deems necessary to obtain a discontinuance of such infringement or to bring suit against the Third Party infringer. AHPC shall have the right, prior to commencement of the trial, suit or action brought by Apollo, to join any such suit or action, in which event the expenses of any such suit shall be shared equally by Apollo and AHPC. In no event shall Apollo enter into any settlement, consent judgment or other voluntary final disposition of such suit which would adversely affect AHPC's rights under this Agreement in any way without first obtaining AHPC's written consent to do so, which consent shall not be unreasonably withheld. Additionally, in the event that AHPC has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of AHPC. In the event that AHPC has not joined the suit or action, AHPC will reasonably cooperate with Apollo in any such suit or action and shall have the right to consult with Apollo and be represented by its own counsel at its own expense. [ * CON * ] It is understood that Apollo may share its portion of expenses and any recovery with [ * CON * ] pursuant to the [ * CON * ].
Sample 1
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Notice and Discontinuance of Infringement. In the event that SP Ltd. becomes aware of infringement in the Territory of any issued patent within the Patent Rights, SP Ltd. will notify RIBI in writing to that effect, including with said written notice evidence to support an allegation of infringement by such third party. In the event RIBI concurs infringement is occurring, RIBI shall have [*] from the date of said notice to obtain a discontinuance of such infringement or to bring suit against the third party infringer. [*]. SP Ltd. shall have the contractual right, prior to commencement of the trial, suit or action brought by RIBI, to join any such suit or action, and in such event shall [*]. In the event that SP Ltd. has joined in the action and [*]. In the event that SP Ltd. has not joined the suit or action, SP Ltd. [*].
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Related to Notice and Discontinuance of Infringement

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Permitted Use and Disclosures Each Party hereto may use or disclose Information disclosed to it by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).

  • Waivers and Disclaimers NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY THE VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 4.9 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

  • Warranties and Disclaimer EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ACT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ACT DOES NOT WARRANT OR GUARANTEE (a) THE ACCESSIBILITY AND FUNCTION OF THE WEBSITE; (b) THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE; OR (c) THAT ERRORS OR DEFECTS WILL BE CORRECTED. ACT SHALL HAVE NO LIABILITY TO ANYONE FOR ANY INACCURACY, ERROR OR OMISSION OR FOR ANY CONTENT OR INFORMATION CONTAINED IN OR MADE AVAILABLE THROUGH THE WEBSITE. FURTHERMORE, ACT MAKES NO WARRANTY THAT: (i) THE WEBSITE OR THE MATERIALS WILL MEET THE COMPANY’S REQUIREMENTS OR NEEDS OR WILL MEET THE REQUIREMENTS OR NEEDS OF A CUSTOMER OR ANY PERSON AUTHORIZED BY THE COMPANY TO USE OR HAVE ACCESS TO THE WEBSITE PURSUANT TO THIS AGREEMENT; (ii) THE WEBSITE OR THE MATERIALS REFERRED TO THEREIN WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (iii) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR ANY MATERIALS OFFERED THROUGH THE WEBSITE, WILL BE ACCURATE OR RELIABLE; OR (iv) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE COMPANY OR BY A CUSTOMER THROUGH THE WEBSITE OR IN RELIANCE ON THE MATERIALS WILL MEET THE EXPECTATIONS OR NEEDS OF THE COMPANY OR WILL MEET THE EXPECTATIONS OR NEEDS OF ANY CUSTOMER OR OF ANY OTHER PERSON AUTHORIZED BY THE COMPANY TO USE AND/OR HAVE ACCESS TO THE WEBSITE PURSUANT TO THIS AGREEMENT.

  • Inventions and Discoveries (a) Upon execution of this Agreement and thereafter, Executive shall promptly and fully disclose to the Company, and with all necessary detail for a complete understanding of the same, all existing and future developments, know-how, discoveries, inventions, improvements, concepts, ideas, writings, formulae, processes and Methods (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written during working hours, or otherwise, by Executive (whether or not at the request or upon the suggestion of the Company) during the period of his employment with, or rendering of advisory or consulting services to, the Company or any of its subsidiaries and affiliates, solely or jointly with others, in or relating to any activities of the Company or its subsidiaries and affiliates known to him as a consequence of his employment or the rendering of advisory and consulting services hereunder (collectively the “Subject Matter”).

  • Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator.

  • Warranties and Disclaimers SOG WARRANTS THAT IT OWNS OR CONTROLS THE OWNERSHIP RIGHTS IN THE DATA GRANTED IN THIS LICENSE AGREEMENT AND HAS FULL AUTHORITY AND POWER TO GRANT TO THE COMPANIES THE DATA USE RIGHTS, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS ASSOCIATED WITH THE DATA. THE DATA DELIVERED HEREUNDER WILL BE, TO SOG’S KNOWLEDGE, INFORMATION, AND BELIEF, ACQUIRED AND PROCESSED IN ACCORDANCE WITH ACCEPTED PRACTICES OF THE GEOPHYSICAL PROFESSION. HOWEVER, EACH COMPANY ACKNOWLEDGES IT IS ACCEPTING ALL DATA SUBJECT TO THIS LICENSE AGREEMENT “AS IS” AND SOG MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OR USEFULNESS OF SUCH DATA AND ANY IMPLIED WARRANTIES OR REPRESENTATIONS ARE HEREBY EXPRESSLY DISCLAIMED. SUCH DATA IS DELIVERED HEREUNDER WITH THE UNDERSTANDING AND AGREEMENT OF EACH COMPANY THAT ANY ACTION TAKEN OR EXPENDITURE MADE BY SUCH COMPANY OR ANY PERSON OR ENTITY PERMITTED ACCESS TO THE DATA IN ACCORDANCE WITH THIS LICENSE WILL BE AT SUCH PARTY’S SOLE RISK AND NEITHER COMPANY NOR ANY OTHER SUCH PARTY WILL HAVE ANY CLAIM AGAINST AND EACH HEREBY RELEASES SOG FROM ANY LIABILITY AS A CONSEQUENCE THEREOF, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN OR IN THE SERVICES AGREEMENT. SOG MAKES NO REPRESENTATION THAT OIL AND GAS OR OTHER MINERAL LEASES WILL BE GRANTED OR OTHER EXPLORATION ACTIVITY WILL BE AUTHORIZED FOR AREAS COVERED BY THE DATA BY ANY INDIVIDUAL, CORPORATION, GOVERNMENT ENTITY OR OTHER THIRD PARTY AND ANY IMPLIED WARRANTY OR REPRESENTATION TO THAT EFFECT IS HEREBY EXPRESSLY DISCLAIMED. EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THE SERVICES AGREEMENT, SOG SHALL NOT BE LIABLE TO A COMPANY OR ANY OTHER PARTY FOR PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF SUCH COMPANY’S OR ANY OTHER PARTY’S POSSESSION, CONTROL OR USE OF THE DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION, HOWEVER SAME MAY BE CAUSED. Geophysical Seismic Date Use License

  • Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

  • Limitation on Liability; Termination, Release and Discharge (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

  • Restrictions on Use and Disclosure Except as required by Executive's duties hereunder, Executive shall never, directly or indirectly, use, publish, disseminate or otherwise disclose any Confidential Information or Inventions which are the subject of Section 7.1 without the prior written consent of the Board, except as required by law. Nothing in this Section shall prevent disclosure of information which has been completely disclosed in a published patent or other integrated publication of general circulation, nor shall this Section govern the right to use Inventions for which a patent may have been issued.

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