Third Party Infringement Sample Clauses
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Third Party Infringement. 10.1 Spotlight will give prompt written notice to IURTC of any known or suspected infringement of the Patent Rights after which Spotlight at its sole expense may attempt to ▇▇▇▇▇ any infringement of the Patent Rights in the Field and the Territory. Upon receipt of IURTC’s written consent, such consent not to be unreasonably withheld, Spotlight may initiate and prosecute actions in IURTC’s name against third parties for infringement and/or unfair trade practices through outside counsel of its choice which is reasonably acceptable to IURTC. Spotlight will consult with IURTC prior to and in conjunction with all significant issues regarding such action including without limitation settlement thereof, will keep IURTC informed of all proceedings, and will provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Spotlight in prosecuting any such actions and will be compensated by Spotlight, including without limitation for its reasonable out-of-pocket expenses, which IURTC will only be required to expend if Spotlight has approved same for reimbursement. Absent IURTC’s and BWH’s prior written consent, Spotlight will not settle or compromise any claim or action in a manner that grants rights or concessions to a third party to the Patent Rights or a Licensed Product or admits the fault of or creates any obligation on IURTC, IU, BWH, or any Inventor.
10.2 Any damages paid (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney fees) will first be applied to reimbursement of Spotlight’s reasonable costs, expenses, and legal fees, including without limitation amounts Spotlight has reimbursed or must reimburse to IURTC. The remaining balance of such damages will be distributed [***].
10.3 If Spotlight fails or declines to take any action under Paragraph 10.1 within a reasonable time after learning of third party infringement or unfair trade practices, IURTC will have the right, but not the obligation, to take appropriate actions against any such third party at its sole expense and to retain all recovered damages. In such instances, Spotlight will cooperate as requested by IURTC, including without limitation joining in an action and will be reimbursed by IURTC for its reasonable and documented out-of-pocket expenses, which Spotlight will only be required to expend if IURTC has ap...
Third Party Infringement. 11.1. If either party becomes in any way aware of ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
11.2. The Licensor shall have the first right, but not the ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■
11.3. The Licensor must notify [Heartland] within [28] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
11.4. [Heartland] agrees to co-operate with the Licensor in any litigation or other enforcement action that the ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ [ ■ ■ ■ ■ ] ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Third Party Infringement. (a) In the event either Party becomes aware of any possible infringement of, or the submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Targacept Patent Rights (an “Infringement”), that Party shall promptly (and if with respect to the filing of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act or any certification thereunder, no later than five (5) Business Days of its first becoming aware thereof) notify the General Counsel of the other Party (or such person as the General Counsel may designate in writing from time to time) and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). AstraZeneca shall have the first right and option, but not the obligation, to eliminate such Infringement by reasonable steps, which may include the institution of legal proceedings, the granting of a sublicense or other action; provided that, notwithstanding the foregoing, and without limiting AstraZeneca’s rights under Section 10.2.2, AstraZeneca agrees to cooperate in good faith with Targacept or any Third Party to which Targacept has licensed Targacept Patent Rights outside of the Field, as permitted in this Agreement, in all reasonable respects to determine and pursue the most reasonable method of eliminating the Infringement (and in responding to an invalidity or unenforceablity defense or counterclaim in connection therewith) in view of the parties’ respective interests. All costs, including attorneys’ fees, relating to such legal proceedings or other action controlled by AstraZeneca shall be borne by AstraZeneca, subject to its rights under Section 10.2.4. If AstraZeneca notifies Targacept that it does not intend to exercise its rights pursuant to the preceding sentence or otherwise does not take commercially reasonable steps to eliminate the Infringement within one hundred twenty (120) days from any Infringement Notice (or to commence preparation of a suit within twenty-five (25) days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Targacept shall have the right and option, but not the obligation, to do so at its sole expense, upon written notice to AstraZeneca; provided that if AstraZeneca has commenced good faith negotiations with an alleged infringer for elimination of such Infringement within such one hundred twenty (120)-day (or, if applicable twenty-five (25)-day) period, AstraZeneca shall have an additional ninety (90...
Third Party Infringement. Except as expressly set forth elsewhere in this Agreement, no party shall have any obligation hereunder to institute or maintain any action or suit against Third Parties for infringement or misappropriation of any Intellectual Property Rights in or to any Technology licensed to the other party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such Intellectual Property Rights or which claims that any Technology licensed to the other party hereunder infringes or constitutes a misappropriation of any Intellectual Property Rights of any Third Party. Each party (the “Notifying party”) has the continuing obligation to promptly notify the other party in writing upon learning of a Third Party likely infringing, misappropriating, or other violating or impairing any Intellectual Property Rights of the other party which are licensed to the Notifying party under this Agreement. Such notification shall set forth in reasonable specificity the identity of the suspected infringing Third Party and the nature of the suspected infringement. Except as expressly set forth elsewhere in this Agreement, the party to whom the Intellectual Property Right is licensed shall not take any steps to contact any such Third Party without the other party’s prior written permission, and such other party shall have the sole discretion to determine whether and in what manner to respond to any such unauthorized Third-Party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that the party granting the license hereunder decides to initiate any claim against any Third Party, the party to whom the Intellectual Property Right is licensed shall cooperate fully with the licensor.
Third Party Infringement. (a) Each Party will promptly notify the other of any infringement in the Field by a Third Party of any of the Novartis Patent or misappropriation of any Novartis Know-How in the Field of which it becomes aware, including any filing of an Abbreviated New Drug Application in the United States or such similar filing under applicable law in jurisdictions other than the United States. Each Party shall provide the other Party with all available evidence supporting such infringement, suspected infringement, unauthorized use or misappropriation or suspected unauthorized use or misappropriation (collectively, “Third Party Infringement”).
(b) resTORbio will have the first right to bring and control any legal action in connection with the Third Party Infringement relating to any Novartis Patent in the Field at its own expense as it reasonably determines appropriate, and Novartis will have the right, at its own expense, to be represented in any such action by counsel of its own choice. If resTORbio fails to bring an action or proceeding with respect to, or to terminate, infringement of any Novartis Patent
(i) within ninety (90) days following the notice of alleged infringement (or twenty (20) days after resTORbio receives the relevant ANDA notification), or
(ii) prior to twenty (20) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Novartis will have the right to bring and control any such action at its own expense and by counsel of its own choice, and resTORbio will have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if resTORbio notifies Novartis in writing prior to twenty (20) days before such time limit for the filing of any such action that resTORbio intends to file such action before the time limit, then resTORbio will be obligated to file such action before the time limit, and Novartis will not have the right to bring and control such action.
(c) At the request of the Party controlling the Third Party Infringement claim, the other Party will provide assistance in connection therewith, including by executing reasonably appropriate documents, access to such Party’s premises and employees, cooperating reasonably in discovery and joining as a party to the action if required.
(d) In connection with any such proceeding, resTORbio will not enter into any settlement admitting the invalidity of, or otherwis...
Third Party Infringement. The Department, at its sole discretion, shall take whatever action it deems advisable in connection with any unauthorized use of the Trademark(s) by a third party. The Department shall bear the entire cost and expense associated with any such action, and any recovery or compensation that may be awarded or otherwise obtained as a result of any such action shall belong to the Department.
Third Party Infringement. To Acuitas’ knowledge, no Third Party is infringing or has infringed any Patent within the Acuitas LNP Technology or is misappropriating or has misappropriated any Know-how within the Acuitas LNP Technology.
Third Party Infringement. It is not only your licensee who may cause problems for you. Infringements leading to litigation are not common, but when they happen, the usual short notes found in legal agreements are hopelessly inadequate. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Third Party Infringement. The Town is not responsible for any third party infringement of any copyright to the Artwork held by Artist/▇▇▇▇▇ and is not responsible for protecting the intellectual property rights of Artist/Donor.
Third Party Infringement. 4.1 MicroStrategy shall defend Licensee, at MicroStrategy’s expense, against any claim, demand, suit, or proceeding ("Claim") brought against Licensee by a third party alleging that the use of the Products infringes or misappropriates an intellectual property right of the third party and shall indemnify Licensee for and hold Licensee harmless from any damages finally awarded to the third party claimant or agreed to in settlement of the Claim, provided that Licensee: (a) promptly gives written notice of the Claim to MicroStrategy; (b) gives MicroStrategy sole control of the defense and settlement of the Claim (provided that MicroStrategy may not settle any such Claim unless it unconditionally releases Licensee of all liability and contains a statement that Licensee admits no liability); (c) provides to MicroStrategy all available information and reasonable assistance necessary for MicroStrategy to defend or settle the Claim; and (d) has not compromised or settled such Claim without MicroStrategy’s written approval.
4.2 If Licensee’s use of a Product is enjoined in connection with the Claim, MicroStrategy may choose to either modify the Product to be non-infringing (while substantially preserving its utility and functionality) or obtain a license to allow for continued use of Product, or if these alternatives are not commercially reasonable, MicroStrategy may terminate Licensee’s use of the Product and refund the license fees paid for the Product and any unused, prepaid Technical Support Services fees paid for the Product.
4.3 MicroStrategy shall have no indemnification obligation, and Licensee shall indemnify MicroStrategy pursuant to this Agreement, for any Claim arising from or based upon (a) the misuse or unauthorized use of a Product or the use of a Product outside the scope of use identified in the Documentation for such Product, if the claim would not have arisen without such use; or (b) any modification of a Product, if the claim would not have arisen without such modification; or (c) use of a prior version of any Product, if use of a newer version of the Product would have avoided such Claim.
4.4 The provisions of this Section 4 state the sole, exclusive and entire liability of MicroStrategy to Licensee, and are Licensee’s sole remedy, with respect to the infringement of third party intellectual property rights.