Notification of Suspected Infringement Sample Clauses

Notification of Suspected Infringement. Distributor agrees to notify Altera of any known or suspected infringement of Altera's trademark, trade secret, copyright, and patent rights that comes to Distributor's attention. Distributor also agrees not to induce, encourage, contribute to, or support the infringement of Altera's trademark, trade secret, copyright, and patent rights or the breach of the Altera Program License Agreement by Distributor's customers or other third parties.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Notification of Suspected Infringement. Each Party shall promptly notify the other in writing of any actual, potential or suspected infringement (collectively, “alleged infringement”) of any Licensed Patents of which such Party becomes aware, and shall promptly provide the other Party with all reasonably available evidence of such alleged infringement. Promptly after such notification regarding any such alleged infringement, Adolor and Lilly shall consult and cooperate fully to determine a course of action, if possible, to terminate such alleged infringement without litigation.
Sample 1
Notification of Suspected Infringement. 16 8.2 Infringement of Licensed Patents and Process Licensed Patents 17 8.3 Infringement of Patents Covering ADOLOR Improvements or ADOLOR Technology 17 8.4 Settlement of Litigation 18 8.5 Cooperation 19 Article 9 Confidentiality 19 9.1 ADOLOR's Obligations 19 9.2 LILLY's Obligations 20 9.3 Use of Confidential Information 21 9.4 Release of Other Information 21 Article 10 Representations, Warranties, Covenants, and Disclaimers 22 10.1 No Litigation 22 10.2 Ownership and Encumbrances 22 10.3 Licensed Patents and Process Licensed Patents 22 10.4 Licenses - ADOLOR 23 10.5 Know-How 23 10.6 No Debarment 23 10.7 Conducting Development Work Under Agreement 23 10.8 Corporate Existence 23 10.9 Authority to Execute and Perform 23 10.10 No Approvals or Consents 23 10.11 No Conflict 24 10.12 Cooperation 24 10.13 Disclaimer of Implied Warranties 24 10.14 Disclaimer of Incidental and Consequential Damages 24 10.15 Confirmation of Assignment and Assumption of the Xxxxxxx Agreement 24 Article 11 Indemnification 25 11.1 Indemnification 25 11.2 Notice and Opportunity to Defend 25 11.3 Indemnification Payment Obligation 27 11.4 Indemnification Payment Adjustments 27 11.5 Indemnification Payment 28 Article 12 Term and Termination 28 12.1 Term 28 12.2 Termination by Consent 28 12.3 Material Breach by ADOLOR 28 12.4 Material Breach by LILLY 29 12.5 Termination for Bankruptcy 29 12.6 Residual Rights and Obligations Upon Termination 29 12.7 Further Assurances 30 Article 13 Miscellaneous 30 13.1 Independent Contractor 30 13.2 No Benefit to Others 30 13.3 Force Majeure 30 13.4 Amendment 31 13.5 Entire Agreement 31 13.6 Severability 31 13.7 Waiver 31 13.8 Notices 31 13.9 Governing Law 32 13.10 Assignability 32 13.11 Jointly Prepared 32 13.12 Headings, Gender and "Person" 32 13.13 Counterparts 32 13.14 Schedules, Exhibits and Attachments 32 13.15 Affiliates of Xxx Xxxxx and Company 33 Appendix 1 Licensed Patents and Process Licensed Patents 35 Schedule 4.1 Know How 36 Exhibit 9.4 Press Release 37 LICENSE AGREEMENT This LICENSE AGREEMENT (this "Agreement") is made and entered into effective as of August 8, 2002 (the "Effective Date"), by and between Xxx Lilly and Company, a corporation, incorporated under the laws of the State of Indiana, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana, and its Affiliates (hereinafter collectively referred to as "LILLY"), and Adolor Corporation, a corporation incorporated under the laws of Delaware, having its pr...
Sample 1
Notification of Suspected Infringement. If Oyster suspects or becomes aware of an infringement of any of the Licensed Patents, Oyster will give notice containing such details as are available to it to Pfizer. Without limiting in any way the absolute discretion of Pfizer in deciding whether to prosecute the infringement or suspected infringement given by Section 4.2 above, the Parties may subsequently agree to discuss such potential infringement. The manner and nature of communications, if any, between Pfizer and the alleged infringer shall be within the sole discretion of Pfizer.
Sample 1
Notification of Suspected Infringement. Each Party shall notify the other in writing promptly of any actual or suspected infringement (collectively “alleged infringement”) of any of the Confidential Information, Lilly GED-aPC Patents, [Redacted — Licensor’s patents], Lilly Know- How, Existing Lilly Trade Secrets, Cardiome Improvements or Joint Improvements in the Territory of which such Party becomes aware. The notice shall set forth the facts of such alleged infringement in reasonable detail, and such Party shall promptly provide the other Party with all available evidence of such alleged infringement. Promptly after such notification regarding any such alleged infringement, Cardiome and Lilly shall consult and cooperate fully to determine a course of action to terminate such alleged infringement without litigation if possible.
Sample 1

Related to Notification of Suspected Infringement

  • Non-Infringement Except as disclosed on Schedule 3.12(d)(i) of the Disclosure Schedule, to the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any material Company-Owned IP Rights by any third party. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the operation of the Business including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned IP Rights and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted, currently conducted and as proposed to be conducted, has not, does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third Party Intellectual Property Rights, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third Party Intellectual Property Rights, and does not constitute unfair competition or unfair trade practices under the applicable Law of any jurisdiction in which the Company conducts the Business or in which Company Products are marketed, distributed, licensed or sold, in each case except as would not reasonably be expected to result in a material and adverse effect to the Company, and, to the knowledge of the Company, there is no reasonable basis for any such claims. Except as disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, since January 1, 2018, the Company has not been sued in any Proceeding or received written notice alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other person or entity. Except in relation to the items disclosed on Schedule 3.12(d)(ii) of the Disclosure Schedule, the Company has not received any opinion of counsel that any Company Product or Company-Owned IP Rights or the operation of the Business, as previously, currently conducted, or as proposed to be conducted, infringes or misappropriates any Third Party Intellectual Property Rights.

  • Patent Infringement 3.1 Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Claimed Infringement Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • No Infringement of Third Party IP Rights Neither the Company nor any Subsidiary is infringing, misappropriating or otherwise violating, or has ever infringed, misappropriated or otherwise violated, any Intellectual Property Right of any other Person. The conduct of the business of the Company and its Subsidiaries has not infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person or constituted unfair competition or trade practices under the laws of any jurisdiction, and when conducted in substantially the same manner after the date of this Agreement will not infringe, misappropriate or otherwise violate any Intellectual Property Right of any other Person, including patents issuing on patent applications filed as of the date of this Agreement, or constitute unfair competition or trade practices under the laws of any jurisdiction (except to the extent due to Company’s ownership by Buyer or its affiliates). Without limiting the generality of the foregoing: (i) no product or service ever produced, distributed, used, provided or sold by or on behalf of the Company or any Subsidiary has ever infringed, misappropriated or otherwise violated any Intellectual Property Right of any other Person; (ii) no infringement, misappropriation or similar Action, or any Action alleging unfair competition or trade practices, is pending or has been threatened against the Company or any Subsidiary or against any other Person who may be entitled to be indemnified, defended, held harmless or reimbursed by the Company or any Subsidiary with respect to such Action; (iii) neither the Company nor any Subsidiary has received any notice or other communication (in writing or otherwise) relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person, or any actual, alleged or suspected engagement by the Company or any Subsidiary in unfair competition or trade practices under the laws of any jurisdiction; (iv) neither the Company nor any Subsidiary is bound by any Contract to indemnify, defend, hold harmless or reimburse any other Person with respect to any infringement, misappropriation or violation of any Intellectual Property Right (other than as set forth in Section 3.13(h) of the Disclosure Schedule); and (v) no Action involving any Licensed IP is pending or has been threatened, except for any such Action that, if adversely determined, would not adversely affect (A) the use or exploitation of such Licensed IP by the Company or any Subsidiary or (B) the distribution, hosting, delivery or sale of any Company Product. Neither the Company nor any Subsidiary has ever sought or obtained an opinion of counsel regarding any possible infringement, misappropriation, violation or unlawful use of another Person’s Intellectual Property Rights or the validity or enforceability of another Person’s Intellectual Property Rights.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • No Notice of Infringement To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries or any act, product or service of the Company or any of its Subsidiaries, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction.

  • Notice of Infringement If, during the Term, either Party learns of any actual, alleged or threatened infringement by a Third Party of any Licensed Patents, such Party shall promptly notify the other Party and shall provide the other Party with available evidence of such infringement.

  • No Third Party Infringement To the Knowledge of the Company, no person has or is infringing or misappropriating any material Company Owned Intellectual Property.

Time is Money Join Law Insider Premium to draft better contracts faster.