Third Party Infringement Claims. In the event any claim or action for infringement of any patent, trademark, or other intellectual property right shall be made or brought by a third party against Seller, Purchaser or any of their respective Affiliates because of, or in anticipation of, the manufacture and supply of Product by Seller to Purchaser hereunder, or the marketing, sale or distribution of such Product to Purchaser Customers in the Territory by Purchaser hereunder (a “Third Party Infringement Claim”), the party first receiving such notice of the Third Party Infringement Claim shall promptly notify the other party. With respect to the Third Party Infringement Claim, Seller and Purchaser each hereby agrees that all Damages arising from or related to the Third Party Infringement Claim (including any legal fees and associated costs incurred in defending the Third Party Infringement Claim and any fees, royalties or other amounts paid in settlement or upon judgment) shall be shared as follows:
(a) Except as provided in clause (b) below, Seller shall be 100% responsible for all Damages arising from any Third Party Infringement Claim, including any fees, royalties or other amounts agreed to be paid in settlement or upon judgment of the Lawsuit or otherwise; and
(b) Purchaser shall be 100% responsible for all Damages arising from any Third Party Infringement Claim with respect to the use of Purchaser Trademarks. Each party agrees to indemnify the other party to ensure that Damages arising from any Third Party Infringement Claim are allocated in accordance with clauses (a) and (b) above. Unless otherwise agreed to by the parties, Seller shall control the defense any Third Party Infringement Claim described in clause (a) above and Purchaser shall control the defense of any Third Party Infringement Claim described in clause (b) above. The party controlling the defense of any Third Party Infringement Claim shall have the sole right to defend or settle any such Third Party Infringement Claim; provided, however, that such settlement does not impose any obligation or burden on the other party without the prior written consent of the other party (which consent shall not be unreasonably withheld). The party controlling the defense of any Third Party Infringement Claim shall keep the other party, at its request, materially informed of the status and progress of the defense of the Third Party Infringement Claim. No Third Party Infringement Claim shall be settled by the party who is not controlling th...
Third Party Infringement Claims. 11.1 Except for licenses to third party components which have been integrated into the Service, EFI does not provide the Customer with any licenses or right of use to third party software, copyrights, patents or other intellectual property rights held by a third party. The Customer must, at the Customer's own expense, license and maintain any such licences from third parties which are required by the Customer for usage of the Service including, but not limited to, licenses to Microsoft services.
11.2 Provided the Customer complies with the procedures in this Section 11.2, EFI shall defend the Customer against claims made against the Customer by a third party alleging that Customer’s use of the Service infringes a patent, copyright, or trademark of a third party or misappropriates such party’s trade secrets (in this paragraph a “Claim”), provided that such infringement is caused solely by the Service as offered by EFI and/or by its use in accordance with this SAAS Agreement and the applicable User Guide. EFI shall have no obligations for any and all Claims where the alleged infringement is arising from modifi- cation of the Service or the combination of the Service with any third-party intellectual property, in- cluding any interoperations, alterations, or integration of software and hardware which is made to the Service and performed by a party other than EFI. Promptly upon receiving notice of a Claim, the Cus- tomer shall give EFI a written notice of the Claim and give EFI sole control of the defence and settlement of the Claim, and the Customer shall provide all reasonable assistance in the defence or settlement of such Claim. EFI shall pay damages, and all reasonable costs, finally awarded against Customer by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by EFI in connection with such Claims (provided that EFI cannot, without the Customer’s prior written approval, make any admissions of fact that expose the Customer to an imposition of damages or other claims). EFI may, at its own expense and option, offer to either i) secure rights of use for the benefit of the Customer, or ii) replace or modify the Service with a non-infringing substitute, or iii) terminate the right to use the Service and refund any prepaid, unused fees to the remaining part of the Subscrip- tion Period following the effective date of termination. This Section 11.2 states EFI’s entire liability and Customer’s exclusive remed...
Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe or misappropriate the intellectual property rights of such Third Party. NSC shall have the sole and exclusive right to control, direct or defend in its own name any defense, action, appeal of any such claim, action, proceeding at its own expense and by counsel of its own choice. If NSC fails to defend any such claim against NSC, and the failure to so defend would have an adverse effect on any Patent within the Licensed Patents, then LICENSOR shall have the right to assume the defense against such claim at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement or misappropriation litigation under this Section 4.4 relating to the Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). During the pendency of any such proceeding or any appeal thereof, any payment hereunder to LICENSOR shall be paid by NSC into an interest-bearing escrow account pending the outcome of such proceeding. Upon a favourable final .resolution of such proceeding or any appeal thereof retaining the full rights, NSC shall resume paying NSC the full royalties, and all funds in such escrow account shall be paid to LICENSOR Upon an unfavourable final resolution of such proceeding or any appeal thereof, the funds in such escrow account shall be applied toward the damage award in such action, if any, and the balance, if any, paid to LICENSOR.
Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the practice of the Inventions infringes or may infringe the intellectual property rights of such Third Party. A party shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by such party’s activities at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 4.4 relating to the Joint Patents in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld).
Third Party Infringement Claims. In the event that a Third Party shall make any claim, give notice, or bring any suit or other inter parties proceeding against ADCT or MedImmune, or any of their respective Affiliates or sublicensees or customers, for infringement or misappropriation of any intellectual property rights with respect to making, using, selling, offering for sale, or importing any Licensed Product (“Third Party Infringement Claim”), in each case, the Party receiving notice of a Third Party Infringement Claim shall promptly notify the other Party and provide all evidence in its possession pertaining to the claim or suit that it can disclose without breach of a pre-existing obligation to a Third Party or waiver of a privilege.
Third Party Infringement Claims. If the production, importation, keeping, sale, offering for sale, or use of any Product in the Territory pursuant to this Agreement results in a claim, suit or proceeding in the Territory by a Third Party alleging patent or trademark infringement against NGX or Astellas (or their respective Affiliates, licensees or Subdistributors) (collectively, “Infringement Actions”), such Party shall promptly notify the other Party hereto in writing. The Party [***]. The Party controlling the defense of such Infringement Action shall defend such Infringement Action using counsel of its own choice, and the Infringement Action shall be at such Party’s [***]; provided, however, that the other Party may participate in the defense and/or settlement thereof [***] with counsel of its choice. The Party controlling the Infringement Action agrees to keep the other Party hereto reasonably informed of all material developments in connection with any such Infringement Action. Astellas agrees not to (i) make admissions regarding infringement by the Product of any patents outside of the Patent Rights, or (ii) settle such Infringement Action, or make any admissions or assert any position in such Infringement Action, in a manner that would materially adversely affect the validity, enforceability or scope of the Patent ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Third Party Infringement Claims. If a Party becomes aware of any claim that the Development, Manufacture or Commercialization of the Licensed Product in the Field infringes the Patent Rights of any Third Party in the Licensed Territory, such Party shall promptly notify the other Party. In any such instance, the Parties shall cooperate and shall mutually agree upon an appropriate course of action which may include settlement of such claim. Each Party shall have an equal right to participate in any settlement discussions that are held with such Third Parties.
Third Party Infringement Claims a) [***].
b) [***].
c) [***].
d) [***].
e) [***].
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Third Party Infringement Claims. Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party. Each Party shall have the sole right to control defense of any such claim involving alleged infringement of Third Party rights by such Party’s activities at its own expense and by counsel of its own choice. Neither Party shall have the right to settle any patent infringement litigation under this Section 4.5 relating to the Licensed Patents in a manner that admits liability on the part of, or diminishes the rights or interests of, the other Party without the consent of such other Party (which shall not be unreasonably withheld, conditioned, or delayed).
Third Party Infringement Claims. If any activity in connection with the conduct of the Business is alleged by a third party to infringe a third party’s Intellectual Property rights, the Party becoming aware of such allegation shall promptly notify the other Parties thereof in writing, reasonably detailing the claim.
