PATENT INFRINGEMENTS. 12.1 Wyeth shall be responsible for the filing, prosecution and maintenance of the Wyeth Patents. Wyeth shall not allow any issued Patent included within the Wyeth Patents and listed or Exhibit A attached hereto to lapse (by reason of failure to pay maintenance fees or annuities or to take any other action necessary to maintain such patent in full force and effect) or admit the invalidity thereof prior to the mutual expiration date thereof without DOV"s prior consent.
12.2 In case any actions, claims, demands, suits or other legal proceedings are brought or threatened to be brought against DOV by a third party for infringement of such third party's patent(s) relating to Product per se, by virtue of DOV's manufacture, use, sale or offer for sale of the Product or Marketed Product hereunder, DOV shall notify Wyeth forthwith of the threat or existence of such actions with sufficient evidence thereof to enable the parties to prepare an appropriate defense. strategy. The parties shall consult together as to the action to be taken and as to how the defense will be handled. DOV shall be responsible for all defense costs. DOV undertakes not to make any admission of liability to a claimant or plaintiff or his or her legal representative or insurer and not to sign any agreement in respect of such proceedings without Wyeth's previous written consent not to be unreasonably withheld. When DOV, because of the settlement with Wyeth's consent of the claimed infringement, or a final unappealable or non-appealed judgment of a court of competent jurisdiction, is required to make payments to one or more third parties to obtain a license without which the marketing of the Marketed Product could not be made in a given country, DOV may deduct such payments from the royalty payments due to Wyeth hereunder, provided however that in no event shall the royalty rate be reduced by more than fifty percent (50%) of that which would otherwise be due Wyeth.
12.3 DOV shall promptly inform Wyeth of any suspected infringement of any of Wyeth Patents by a third party and provide Wyeth with any available evidence of such suspected infringement. Wyeth shall have the right but not the obligation to institute any claim, suit or proceeding against an infringer or a presumed infringer to protect and defend Wyeth Patents. Wyeth shall control the prosecution of any such suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such suit or claim. DOV shall p...
PATENT INFRINGEMENTS. Vendor shall hold harmless and defend Customer from any claim or any suit based on any claim that the use of the Product by Customer under this agreement infringes on any patent, copyright, trademark, or other proprietary right of any third party, provided that Customer gives Vendor prompt and written notice of any such claim or suit and permits Vendor to control the defense thereof.
PATENT INFRINGEMENTS. 12.1 Should any Air Krete Quality Products imported or installed by Licensee strictly in accordance with the Technical Information and/or Industrial Property Rights supplied by Licensor under this Agreement partially or totally infringe an Industrial Property Right belonging to a third party which shall make a claim against Licensee for alleged infringement of such Industrial Property Right, Licensee shall immediately by telex or facsimile inform Licensor thereof and transfer the claim with all pertinent details to Licensor who shall be responsible for handling of the claim, and Licensee shall in no respect have any responsibility for the claim from such party unless infringement is caused by Licensee.
PATENT INFRINGEMENTS. If notified promptly in writing of any action brought against Licensees alleging that Licensees' sale, use or other disposition of the Licensed Check Products infringes any United States, Canadian or other patent, copyright or other proprietary right, Hyland will defend that action at its expense and will pay the costs of damages awarded against Licensees in the action, provided that (i) Hyland shall have primary responsibility and control of the defense of any such action and all negotiations for its settlement or comprise; (ii) Licensees cooperate with Hyland in defense of the action; and (iii) the action does not result from the use of the Licensed Check Products for purposes for which it was not designed or in combination with software or other Products not supplied by Hyland, unless the Licensed Check Products, instead of the combination of the Licensed Check Products with the software or other Products, is determined to be the cause of the claim. Hyland may, at its own expense, and Licensees shall allow Hyland to procure for Licensees the right to continue the use of the Licensed Check Products as permitted under this Agreement or replace or modify the Licensed Check Products so that it becomes non-infringing. Instead of or in addition to defending such action or suit, the foregoing provisions to the contrary notwithstanding, if the action and/or claim relates to or affects in any way Licensees' use of the Licensed Check Products, Hyland shall not have the authority or right to settle said action and/or claim without first obtaining the prior express written approval of Licensees, which approval Licensee may withhold for good cause and/or reasonable business concerns.
PATENT INFRINGEMENTS. If notified promptly in writing of any action brought against the Fiserv Companies alleging that the Fiserv Companies' sublicensing, use or other disposition of the Products (or the use by any Customer of the Products) infringes any United States, Canadian or other patent, copyright or other proprietary right, HYLAND will defend that action at its expense and will pay the costs of damages awarded against the Fiserv Companies in the action, provided that (i) HYLAND shall have primary responsibility and control of the defense of any such action and all negotiations for its settlement or compromise; (ii) the Fiserv Companies shall cooperate with HYLAND in defense of the action, at XXXXXX'x expense; and (iii) the action does not result from the use of the Products for purposes for which they were not designed or in combination with software or other products not supplied by HYLAND, unless the Products instead of the combination of the Products with the other software or products, is determined to be the cause of the claim. HYLAND may, at its own expense, and the Fiserv Companies shall allow HYLAND to procure for the Fiserv Companies and the Customers, the right to continue the use of the Products as permitted under this Agreement or replace or modify the Products so that they become non-infringing. Instead of or in addition to defending such action or suit, the foregoing provisions to the contrary notwithstanding, if the action and/or claim relates to or affects in any way the Fiserv Companies' use of the Products, HYLAND shall not have the authority or right to settle said action and/or claim without first obtaining the prior express written approval of the Fiserv Companies, which approval the Fiserv Companies may withhold for good cause and/or reasonable business concerns.
12. SECTION 6.4 OF THE ORIGINAL MARKETING AGREEMENT IS AMENDED BY DELETING THE WORDS "SECTION 5.2 AND 5.3 HEREOF" IN THE SECOND LINE THEREOF, AND SUBSTITUTING IN LIEU THEREOF THE WORDS "SECTION 6.2 AND 6.6 HEREOF".
13. NEW SECTIONS 6.5 AND 6.6 ARE ADDED TO THE ORIGINAL MARKETING AGREEMENT AND SHALL READ IN THEIR ENTIRETY AS FOLLOWS:
PATENT INFRINGEMENTS. HYLAND shall hold harmless and defend ITI from any claim or any suit based on any claim that the use of the Products by ITI or by any Customer infringes on any patent, copyright, trademark, or other proprietary right of any third party, provided, however, HYLAND shall not be responsible for any claimed infringement resulting from the combined usage of ITI software and the Products which would not have occurred but for the use of ITI software.
PATENT INFRINGEMENTS. Seller shall pay costs and damages finally awarded in any suit against the Buyer or its vendees to the extent based upon a finding that the design or construction of articles as furnished infringes a United States Patent (except infringement occurring as a result of incorporating a design or modification at the request of Buyer); provided the Buyer promptly notifies Seller of any charge of such infringement and the Seller is given the right at its expense to settle such charge and to defend or control the defense of any suit based upon such charge, this paragraph sets forth the Seller's exclusive liability with respect to patents.
PATENT INFRINGEMENTS. Upon knowledge of the commencement of any suit against BTT or Somaxon which is based in whole or in part on a claim that the IPR or any Products marketed, sold or distributed by Somaxon under this License Agreement constitute an infringement of any third party's patent, BTT or Somaxon, as the case may be, shall promptly notify the other in writing. With respect to any such suit outside the Territory, BTT or its licensee in territories outside the Territory shall, at its cost and with counsel reasonably acceptable to Somaxon, assume and conduct the defence of any suit or claims brought or asserted, or demand made, against BTT or Somaxon insofar as it is based on and would affect the IPR in the Territory. Somaxon shall be entitled to participate in any such proceeding with separate counsel at Somaxon's own expense. With respect to any such suit within the Territory, Somaxon shall, at its cost and with counsel reasonable acceptable to BTT, assume and conduct the defence of any suit or claims brought or asserted, or demand made, against BTT or Somaxon insofar as it is based on the IPR.
PATENT INFRINGEMENTS. The successful bidder(s) shall hold the Perris Union High School District, its officer’s agents, servants and employee, harmless from liability of any nature of kind on account of use of any copyrighted or un-copyrighted composition, secret process, patented invention, article, or appliance, furnished or used, under this bid.
PATENT INFRINGEMENTS. (a) If either of the parties hereto shall come to know of any infringement or threatened infringement of the Patents then it shall immediately inform the other party thereof and both parties shall discuss what action shall be taken.
(b) Should either party decide for any reason that it is not willing to take legal proceedings in respect of such infringement then the other party may at its own expense take any such action as it considers desirable and the inactive party shall on reimbursement of its expenses lend its name and give the party taking such action all such assistance whether legal or technical as such other party requests of it.
