Patent Defense. Subsidiary agrees that it shall notify Masimo of any claim by a third party that such third party believes any Masimo patents are invalid. Subsidiary agrees to promptly notify Masimo of any such claim whether or not such claim is asserted in court by such third party. SCHEDULE 2 Exhibit A PRODUCT PRICES Subsidiary Net Sales: A Subsidiary Intercompany Cost of Goods Sold: B Subsidiary Operating Expenses (Budget): C (A-B-C)/A = X, Where X shall be a value within the arm’s length interquartile range of operating margins as determined annually in the transfer pricing study. The transfer price B is therefore equivalent to: B=A (1-X) -C
Patent Defense. Licensee shall pay for any and all costs incurred for patent maintenance, enforcement and defense of the Patent or the Patent Rights in the Territory.
Patent Defense. ZOLL agrees that it shall notify MASIMO of any claim by a third party that such third party believes that MASIMO Patents or Patent Rights are invalid. ZOLL agrees to promptly notify MASIMO of any such claim whether or not such claim is asserted in court by such third party.
Patent Defense. If Mobileye or its Affiliate is sued by a practicing company for infringement of a LiDAR patent, Intel will assist Mobileye or its Affiliate in accordance with the terms and procedures in Schedule 8.
Patent Defense. If, as the result of an action brought by Baxter under Section 3.3, a Third Party raises a defense or otherwise alleges the invalidity or unenforceability of any of the Patent rights contained within the scope of the Kamada Licensed Patent Rights being asserted in such action, Baxter shall consult with Kamada regarding the defense of the invalidity claim and Baxter shall reasonably consider Kamada’s comments in defending such claim. Notwithstanding the foregoing, Baxter agrees that it shall not enter into any settlement, consent, order, consent judgment or other voluntary final disposition of any action referred to under this Section 3.4 without the prior written consent of Kamada (which consent shall not be unreasonably withheld, conditioned or delayed).
Patent Defense. Should any litigation by a third party against LaserSight alleging that LaserSight's or any User's practice of the Licensed Technology as contemplated by this Agreement or the manufacture, use or sale of the PTK system infringes any patent or rights under a patent of such third party arise, LaserSight shall promptly notify Quadrivium of such litigation, and LaserSight shall defend and/or settle such litigation at its sole cost and expense. If requested by LaserSight, Quadrivium shall, and Quadrivium shall cause its officers, members, employees and agents to, cooperate and participate with LaserSight in such litigation.
Patent Defense. During the term of this Agreement, CDI shall notify Xxxxx promptly in writing of any claim asserted against CDI by any third party alleging infringement of any patent owned by such third party in connection with CDI's manufacture, use or sale of Products. Notwithstanding anything herein to the contrary, if, during the term of this Agreement, the manufacture, use or sale of Products by CDI under any issued and valid patent within the Patent Rights would infringe any patent owned by a third party, CDI shall have the right to deduct from the royalties payable to Xxxxx under Section 4 an amount equal to the difference between the royalty due hereunder and the royalty payable by Xxxxx under the MPG License Agreement.
Patent Defense. Each party agrees that it shall notify the other party of any claim by a third party that such third party believes any patents included in the other Party’s Licensed Patents are invalid.
Patent Defense. Licensor shall have the absolute right to assume the defense of any claim concerning the scope of validity of any Licensed Patent. Licensee will cooperate with Licensor in the defense of any such claim arising from exercise of rights of Licensee or Licensee sublicensees under this Agreement.
Patent Defense. If USSC or IDI receives notice of a claim or Action by a third Person alleging infringement of such third Person's rights in connection with the manufacture, use or sale of a Product by USSC, its Affiliates, Subsidiaries, Sublicensees or permitted assignees, USSC shall have the sole and exclusive right to conduct the legal defense, and to enter into any disposition with respect thereto, as USSC in its sole discretion deems desirable. All costs of USSC's defense, including its attorneys' fees and court costs, and any damages awarded or amounts paid in settlement in any such Action shall be the sole responsibility of USSC. IDI shall fully cooperate with USSC in its defense of such infringement claim or Action, provided that USSC shall reimburse IDI for all reasonable and documented out-of-pocket expenses, other than attorneys' fees and expenses, incurred by it in providing such cooperation.
