Third Party Claims of Infringement. In the event that any Third Party brings a claim against MBI or UHN or any of their respective Affiliates that the manufacture, use, sale, distribution, marketing or importation of a Licensed Product infringes rights in Intellectual Property owned or otherwise controlled by such Third Party (an “Infringement Suit”), the following shall apply:
(a) the Party receiving a claim, or learns of the threat of such a claim, shall give the other Party prompt written notice detailing as many facts as possible concerning the claim;
(b) MBI, in its sole discretion, shall have the first right, but not an obligation, to defend against the Infringement Suit;
(c) if MBI does not take steps to defend against the Infringement Suit within 90 days after the date that notice thereof was received from or delivered to UHN, UHN may take such legally permissible action as it deems necessary or appropriate to defend against the Infringement Suit, but shall not be obligated to do so;
(d) the Party defending against the Infringement Suit (in this section, the “Litigating Party”) shall have the right to control such litigation and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any manner which would abridge the rights of the other Party under this Agreement. By way of example and not by way of limitation, neither Party may stipulate or admit to the invalidity or unenforceability of any Intellectual Property Rights relating to the Licensed Technology. Before any action is taken by either Party which could abridge the rights of the other Party hereunder, the parties agree to, in good faith, consult with each other with a goal of adopting a mutually satisfactory position;
(e) the Litigating Party shall keep the other Party fully informed of the actions and positions taken or proposed to be taken by the Litigating Party and the actions and positions taken by all other parties to such litigation; and
(f) in the event that MBI defends against the Infringement Suit, UHN may elect to participate formally in the Infringement Suit to the extent that the court may permit, provided that any additional expenses generated by UHN’s formal participation shall be paid by UHN.
Third Party Claims of Infringement. If the manufacture, use or sale of any Product pursuant to this Agreement because of the practice of the Program Technology results in any claim, suit or proceeding alleging patent infringement against Symyx or TDCC (or its Affiliates or Sublicensees), such party shall promptly notify the other party hereto in writing setting forth the facts of such claims in reasonable detail. Each party agrees to use commercially reasonable efforts to render assistance to the other party in defending such claims of infringement as the defendant may reasonably request. The defendant shall have the exclusive right and obligation to defend and control the defense of any such claim, suit or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any settlement which admits or concedes that any Program Patent is invalid or unenforceable, without the prior written consent of the other party, which shall not be unreasonably withheld. The defendant shall keep the other party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Third Party Claims of Infringement. If the manufacture, use or sale of any Product, or the licensing of Intellectual Property Rights, pursuant to this Agreement, because of the practice of the Alliance Technology results in any claim, suit or proceeding alleging patent infringement against IM or ATMI (or their Affiliates or Sublicensees), such party shall promptly notify the other party hereto in writing setting forth the facts of such claims in reasonable detail. The defendant shall have the exclusive right and obligation to defend and control the defense of any such claim, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any settlement which admits or concedes that any aspect of the Alliance Technology is invalid or unenforceable, without the prior written consent of the other party. The defendant shall keep the other party hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Third Party Claims of Infringement. Diversa and IBP shall promptly notify the other in writing of any allegation by a Third Party that the exercise of the rights granted to IBP under this Agreement or the activities of either Party under this Agreement infringes or may infringe the intellectual property rights of such Third Party. Each Party will use commercially reasonable efforts (and will endeavor to cause its Affiliates to use commercially reasonable efforts) to cooperate with the other Party to resolve or defend against any such claims. Neither Party shall have the right to settle any patent infringement litigation under this Section 5.6 in a manner that diminishes the rights of the other Party without the prior written consent of such other Party.
Third Party Claims of Infringement. If Catcher receives notice of any claim that Enclave, or any module thereof, infringes a third party’s United States patent or copyright or other intellectual property rights (an “Innerwall IP Claim”), Catcher will promptly give written notice of the Innerwall IP Claim to Innerwall in accordance with this Agreement. Innerwall, at its sole cost and expense, shall promptly investigate all such Innerwall IP claims. If Innerwall determines that the Innerwall IP Claim has merit, Innerwall may in its discretion instruct Catcher to cease the sale of Bundled Catcher Devices. Innerwall has no obligation to indemnify Catcher for any sales that occur after Innerwall has instructed Catcher to cease selling Bundled Catcher Devices, except for sales that are required by prior contractual commitments. Thereafter, Innerwall shall either procure Catcher the right to continue using Enclave, and any module thereof, and all rights and licenses necessary for Catcher to continue selling Bundled Catcher Devices; or modify or replace all or part of Enclave, or any module thereof, to avoid infringement. If Innerwall determines that it is not commercially reasonable to do either of the foregoing, as determined by Innerwall in its sole discretion, Innerwall may terminate Catcher’s licenses and Catcher may terminate all future obligations of the parties under this Agreement. In the case of such termination, Innerwall shall refund to Catcher the all fees, including without limitation, Service Agreement fees paid to Innerwall in connection with the infringing product.
Third Party Claims of Infringement. If the manufacture, use, or sale of any Program Technology pursuant to this Agreement results in any claim, suit, or proceeding alleging patent infringement against Symyx or ExxonMobil (or their Affiliates or Licensees), such party shall promptly notify the other party hereto in writing setting forth the facts of such claims in reasonable detail. Each party agrees to use commercially reasonable efforts to render assistance to the other party in defending such claims of infringement as the defendant may reasonably request. The defendant shall have the * right and obligation to defend and control the defense of any such claim, suit, or proceeding, at its own expense, using counsel of its own choice; provided, however, it shall not enter into any settlement that admits or concedes that any Program Patent is invalid or unenforceable without the prior written consent of the other party, which shall not be unreasonably withheld. The defendant shall keep the other party hereto reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Additionally, Symyx will notify ExxonMobil of any claim, suit, or proceeding alleging patent infringement against Symyx relating to Combinatorial Chemistry activities performed by Symyx under this Agreement.
Third Party Claims of Infringement. Hold Harmless.
Third Party Claims of Infringement. In the event of a third party claim ---------------------------------- that the exercise of the Lundbeck License with respect to the manufacture, sale or other use of Licensed Product infringes any patent of such third party in a country in the Territory (a "Third Party Claim"), Centaur shall consult with Lundbeck and with respect to such Third Party Claim, Centaur shall (i) undertake, at Centaur's sole cost and expense, defense of such Third Party Claim, or (ii) request Lundbeck to undertake such defense, at Lundbeck's sole cost and expense. Each party will provide such reasonable assistance as the other needs and from time to time reasonably request. Neither Lundbeck nor Centaur shall settle any Third Party Claim, including an agreement to pay Third Party Royalties, without the reasonable approval of the other party. If Lundbeck shall, at Lundbeck's sole cost and expense, undertake to defend such Third Party Claim, fifty percent (50 %) of all such costs and expenses incurred by Lundbeck, including, without limitation, expert witness and attorneys' fees, and such damages payable to any third party (other than Third Party Royalties) shall be deducted from Basic Royalty or Trademark Royalty royalties payable to Centaur hereunder from any country in the Territory, provided that Centaur as per the Date of Execution has no knowledge of the Third Party Claim and/or of direct or indirect arrangement as to the use of CPI-1189 or any right pertaining thereto with the party so making the Third Party Claim, otherwise all such costs and expenses may be deducted in the said royalty payments. 31, October 1996
Third Party Claims of Infringement. If the manufacture, use or sale of any Reticles pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against the Company, Micron or Photronics, the party named as the defendant in that claim, suit or proceeding shall promptly notify the other parties hereto in writing setting forth the facts of such claims in reasonable detail. The named defendant shall keep the other parties hereto reasonably informed of all material developments in connection with any such claim, suit or proceeding. The other parties shall, upon request, provide reasonable assistance and cooperation to the named defendant and may elect to participate in the defense of the claim, suit or proceeding, at its own expense using counsel of its own choice.
Third Party Claims of Infringement. In the event that a claim of patent infringement is made against Aphton or SB in connection with the Product or the rights of SB licensed hereunder during the term of this Agreement, either individually or collectively, the party sued shall promptly notify the other party in writing. Each party sued shall have the obligation to [Redacted]* and the other party shall cooperate and provide all necessary and reasonable assistance in any such action.
