Patent and Trademark Infringement. During the term of this Agreement, if the Partnership or Licensor becomes aware of the infringement or threatened infringement of any Licensed Patent or Licensed Trademark, it shall promptly notify the other Party in writing of the same, giving particulars thereof. Licensor shall have the first right to institute an action based on such infringement or threatened infringement and shall be responsible for the conduct of such action. The Partnership shall assist and cooperate with Licensor to the extent necessary in the conduct of such action. If Licensor notifies the Partnership in writing that it does not propose to take action against the infringer, or if within two (2) months of notification of the infringement or threatened infringement, Licensor has taken no demonstrable action to enjoin or address such infringement or threatened infringement against the infringer, the Partnership shall have the right, but not the obligation, to institute an infringement action. The costs and expenses of any such infringement action (including, without limitation, fees of attorneys and other professionals) shall be borne by the Partnership. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Patent and Trademark Infringement. INO-T shall be responsible for filing, prosecuting and maintaining any patent or trademark rights owned in whole or in part by INO-T. AGA shall, at no charge to INO-T, provide INO-T with all documents and assistance reasonably requested by INO-T with respect to the prosecution or defense of any such action.
Patent and Trademark Infringement. 19.01 Ethyl agrees to indemnify, defend and hold Albemarle harmless from any Claim that the use or sale by Ethyl of MMT infringes the patent rights of third parties. Ethyl's obligation is subject to the following conditions:
(a) Albemarle promptly notifies Ethyl of any such Claim after receipt thereof-
(b) Albemarle permits Ethyl to assume sole and complete control of the matter including the defenses, compromise or settlement of such a Claim-
(c) The Claim of infringement did not result from the failure of the allegedly infringing MMT to meet the specifications as required by this Agreement;
(d) Albemarle fully cooperates with Ethyl in resolving the Claim.
19.02 Albemarle agrees to indemnify, defend and hold Ethyl harmless from any Claim that the manufacture by Albemarle of MMT sold to Ethyl infringes the patent rights of third parties. Albemarle's obligation is subject to the following conditions:
(a) Ethyl promptly notifies Albemarle of any such Claim after receipt thereof;
(b) Ethyl permits Albemarle to assume sole and complete control of the matter including the defenses, compromise or settlement of such a Claim-
(c) Ethyl fully cooperates with Albemarle in resolving the Claim.
19.03 Ethyl agrees to indemnify, defend and hold Albemarle harmless from any claim that Albemarle's use of any Ethyl trademark, service xxxx or copyright in the performance of its obligations under this Agreement infringes the rights of a third party. Ethyl's obligation is subject to the following conditions:
(a) Albemarle promptly notifies Ethyl of any such Claim after receipt thereof-
(b) Albemarle permits Ethyl to assume sole and complete control of the matter, including the defense, compromise or settlement of such a claim-
(c) Albemarle fully cooperates with Ethyl in resolving the Claim.
Patent and Trademark Infringement. (a) Each party shall promptly notify the other party upon its becoming aware of (i) any infringement in the Territory by any Person of any patent, the Trademark, the Distributor Logo or any copyrights relating to the Product and (ii) any patent or trademark infringement action brought against such party or any of its Affiliates with respect to the Product. Except for trademark infringement of the Distributor Logo, and subject to the rights of ALZA Corporation ("ALZA") pursuant to the License Agreement between ALZA and Pfizer, dated October 8, 1987. Pfizer shall have the sole and absolute discretion whether or not to bring suit to enjoin, prohibit, or retard any third party infringement; PROVIDED that if Pfizer becomes aware that a third party has either filed a certification under Section 505(b)(2)(A)(iv) of the FD&C Act for the Product or an ANDA with the FDA for the Product, subject to the rights of ALZA, Pfizer shall use reasonable efforts to consult with Distributor prior to deciding (in Pfizer's sole and absolute discretion) whether to exercise its rights provided under Law, including the FD&C Act. Pfizer shall be solely responsible for all out-of-pocket expenses incurred in connection with such infringement suits and shall have the sole right to any recoveries made thereunder, subject to the rights of ALZA. Distributor shall, at Pfizer's request and expense, cooperate fully in such suits or actions. Distributor shall have the sole discretion whether or not to bring suit to enjoin, prohibit, or retard any third party infringement of the Distributor Logo in connection with the Product. Distributor shall be solely responsible for all out-of-pocket expenses incurred in connection with such infringement suits and shall have sole rights to any recoveries made thereunder. Pfizer shall, at Distributor's request and expense, cooperate fully in such suits or actions.
(b) Each party shall promptly notify the other party upon receipt of any communications from Governmental or Regulatory Authorities in the Territory with respect to the Trademark or any patents or copyrights relating to the Product.
Patent and Trademark Infringement. Buyer expressly assumes all risk of patent and trademark infringement by reason of its use of product provided hereunder in combination with other material, or in operation of any process. All uses and applications made of the product are solely at Buyer’s risk and Buyer assumes all risk and liability resulting from use of the product delivered hereunder, whether used singly or in a combination with other product.
Patent and Trademark Infringement. During the term of this Agreement, if the SNC Partnership or Licensor becomes aware of the infringement or threatened infringement of any Licensed Patent or Licensed Trademark, it shall promptly notify the other Party and the BMS Partner in writing of the same, giving particulars thereof. Licensor shall have the first right to institute an action based on such infringement or threatened infringement and shall be responsible for the conduct of such action. The SNC Partnership shall assist and cooperate with Licensor to the extent necessary in the conduct of such action, if Licensor notifies me SNC Partnership in writing that it does not propose to take action against me infringer, or if within two (2) months of notification of the infringement or threatened infringement, Licensor has taken no demonstrable action to enjoin or address such infringement or threatened infringement against the infringer, the SNC Partnership shall have the right, but not the obligation, to Institute an infringement action. The costs and expenses of any such infringement action (including, without limitation, fees of attorneys and other professionals) shall be borne by the SNC Partnership. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION allow the other Party to institute and prosecute such infringement actions and Licensor shall, if required, lend its name to enable the SNC Partnership to conduct the proceedings. Any award or other consideration paid by Third Parties as a result of an infringement action (whether by way of settlement or otherwise) shall be allocated between Licensor and BMS on the basis of [*] applied to the date as of which the award or other consideration is received.
Patent and Trademark Infringement. Section 12.1 Patents Penn hereby notifies and Pharmion acknowledges such notification by Penn of the existence of certain patent applications made by Celgene Corporation in Australia, New Zealand and certain European countries in relation to the Products and/or any aspect thereof. Penn gives no warranties or representations and accepts no liability that the Products or manufacture, use, sale of or other dealing in the Products by Pharmion shall not infringe the rights of any third party. Pharmion hereby accepts that it shall be solely responsible for any claims, demands, costs, losses, expenses or liability it suffers arising out of any claim that the Products infringe the patents or intellectual property or other rights of any third party. Pharmion shall undertake at its own expense, the defense of any such action, suit or proceedings and shall manage and control the defense of such action and its settlement. Pharmion shall defend Penn, its agents, directors, officers, and employees from and against all claims, demands, costs, losses, expenses or liabilities suffered or incurred by Penn arising out of any claim that the manufacture, use, sale of otherwise of the Products infringe the patent or any other intellectual property or other rights of any third party.
Patent and Trademark Infringement. In the event that SUPPLIER or School Specialty receives a communication asserting that any of the Products covered by this Agreement infringe one or more patents or trademarks, SUPPLIER agrees to provide to School Specialty a written non-infringement opinion from a qualified intellectual property attorney within four (4) weeks of receipt of such communication. In the event that SUPPLIER is unable to obtain a written non-infringement opinion as provided herein, SUPPLIER agrees to reimburse School Specialty for all expenses incurred in consulting with a qualified intellectual property attorney to determine whether a non-infringement opinion may be obtained, and to the extent possible, in obtaining a written non-infringement opinion for each said patent or trademark. In the event that School Specialty determines that SUPPLIER is providing Products under this Agreement which infringe one or more patents or trademarks of a third party, SUPPLIER shall indemnify School Specialty from any damages which School Specialty may suffer due to the infringement under the provisions of Section 4 above. Further SUPPLIER shall (a) use its best efforts to replace the Product with a non-infringing version of the Product which has been approved by School Specialty and without an increase in the price of the Product regardless of any additional costs of production or
Patent and Trademark Infringement
