Third Party Infringers. Each Party agrees to promptly inform the other Party in writing of any of the following acts or claims which come to such Party’s notice:
Third Party Infringers. Each PARTY shall notify the other promptly upon learning of any actual, alleged or threatened infringement of the TRADEMARKS applicable to the PRODUCT or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offences. Only INNOVIVE shall be authorized to initiate at its own discretion legal proceedings against any infringement or threatened infringement of TRADEMARKS applicable to the PRODUCT.
Third Party Infringers. If Distributor becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by Puregraft, or for which Puregraft has the exclusive right of use, which relates to the Products (“Puregraft’s Patents”), Distributor shall promptly give Puregraft written notice thereof, which notice shall fully describe the potentially infringing action of such third party. Distributor shall consult with Puregraft with respect to any suit, injunction, or other action taken against such third party, and will consider in good faith any input provided by Puregraft. Distributor shall cooperate with Puregraft, at no out-of-pocket expense to Distributor, in connection with any action taken by Puregraft to terminate the infringements, seek damages, or otherwise seek redress for the infringement.
Third Party Infringers. If either PARTY hereto becomes aware of any third party infringement of any SHINYAKU PATENT in the TERRITORY, it shall promptly inform the other PARTY and shall supply the other PARTY with all evidence possessed by the notifying PARTY pertaining to such an infringement. INNOVIVE shall have the sole right and opportunity to enforce any SHINYAKU PATENT in the TERRITORY and shall bear the full cost and expense of such an enforcement action. INNOVIVE shall reasonably consult with SHINYAKU prior to beginning and during such an enforcement action. SHINYAKU agrees to be joined as a party to the action at the request of INNOVIVE and to cooperate reasonably in such an action, including providing good faith testimony. All monies recovered upon the final judgment or settlement of any such suit shall be retained by INNOVIVE.
Third Party Infringers. If either party hereto becomes aware of any third party infringement of any SHINYAKU PATENT in the TERRITORY, it shall promptly inform the other party and shall supply the other party with all evidence possessed by the notifying party pertaining to such infringement. OPTIMER shall have the sole right and opportunity to enforce any SHINYAKU PATENT in the TERRITORY and shall bear the full cost and expense of such enforcement action. OPTIMER shall reasonably consult with SHINYAKU prior to beginning and during such enforcement action. All money recovered upon the final judgment or settlement of any such suit shall be retained by OPTIMER. OPTIMER may deduct its out of pocket costs and expenses of such enforcement action from amounts payable to SHINYAKU under Section 12.1(ii), up to [***]% of the amount payable each QUARTER, until all such out of pocket costs and expenses have been so deducted. In the event OPTIMER should receive monies due to successful resolution of such a patent dispute, at such time OPTIMER shall reimburse SHINYAKU for all such out of pocket costs and expenses of such enforcement action previously deducted from amounts payable to SHINYAKU under Section 12.1(ii).
Third Party Infringers. If Xxxxx becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by MacroPore, or for which MacroPore has the exclusive right of use, which relates to the Products (“MacroPore’s Patents”), or (b) any other intellectual property rights relating to the Products owned or controlled by MacroPore, Xxxxx shall promptly give MacroPore written notice thereof. Xxxxx shall not take any other action regarding such infringement without the prior written approval of MacroPore, which shall not be unreasonably delayed or withheld. Xxxxx shall cooperate with MacroPore, at no out-of-pocket expense to Xxxxx, in connection with any action taken by MacroPore to terminate the infringements. With respect to all claims and suits, including suits in which Xxxxx is joined as plaintiff, MacroPore shall have the sole right to employ counsel and to direct the handling of the claim and litigation and any settlement thereof.
Third Party Infringers. If Distributor becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by Aurastem, or for which Aurastem has the exclusive right of use, which relates to the Products (“Aurastem’s Patents”), Distributor shall promptly give Aurastem written Notice thereof, which Notice shall fully describe the potentially Infringing action of such third party. Distributor shall consult with Aurastem with respect to any suit, Injunction, or other action taken against such third party, and will consider In good faith any Input provided by Aurastem. Distributor shall cooperate with Aurastem, at no out-of-pocket expense to Distributor, In connection with any action taken by Aurastem to terminate the Infringements, seek damages, or otherwise seek redress for the Infringement.
Third Party Infringers. In the event a party shall become aware of any use by any third party of any Marks, Personality, or Recipe or any term confusingly similar thereto, licensed under this Agreement, with respect to any dry seasoning, liquid seasoning, condiment, pepper, sauce, syrup, dressing, xxxxxx garlic, or marinade product, it shall promptly notify the other party in writing of such use, and if said use commenced prior to this Agreement or was the result of any actions of FLP intended prior to execution of this Agreement, FLP shall take such actions as may be required, including the engagement of legal counsel, to enforce the rights of FLP and B&G and protect the exclusivity of the license granted herein. Any recovery of monies in excess of expenses shall be split fifty percent (50%) to B&G and fifty percent (50%) to FLP. If FLP fails to take the required action, B&G may terminate this Agreement, or may file suit so on behalf of FLP and FLP shall indemnify and hold B&G harmless with respect to all costs and expenses, (including reasonable attorney’s fees and costs) incidental thereto and which are in excess of any recovery. In such instance, B&G shall also be entitled to retain any monies recovered in said litigation. In the event such use occurs subsequent to the execution of this agreement and was not the result of actions of FLP as aforesaid, B&G shall take such actions as may be required, including the engagement of counsel, to enforce the rights of FLP and B&G and protect the exclusivity of the license granted herein. Any recovery of monies in excess of expenses shall be split fifty percent (50%) to B&G and fifty percent (50%) to FLP. If B&G fails to take such necessary action, FLP may do so on behalf of B&G and B&G shall indemnify and hold FLP harmless with respect to all costs and expenses (including reasonable attorney’s fees) incidental thereto and which are in excess of any recovery. In such instance, FLP shall also be entitled to retain any monies recovered in said litigation.
Third Party Infringers. If Express becomes aware that a third party is or may be making unauthorized use of (a) any patent owned by ATG, or for which ATG has the exclusive right of use, which relates to the Products ("ATG's Patents"), or (b) any other intellectual property rights relating to the Products owned or controlled by ATG, Express shall promptly give ATG written notice thereof, which notice shall fully describe the potentially infringing actions of such third party. Within twenty (20) days after ATG's receipt of such notice, ATG and Express shall decide jointly whether to proceed with any claim or litigation, and each shall have the right to do so independently if the other elects not to participate. If any action taken by ATG and Express is joint, then both parties shall share equally in the costs and proceeds. If one party elects to proceed with a claim or litigation independently, the party which proceeds with the claim or litigation shall retain all the proceeds thereof, subject to the rights of licensors of ATG regarding such proceeds, and shall bear all of the costs thereof. If ATG elects to make a claim or litigate, Express may not proceed with its own separate claim or litigation without first obtaining the written consent of ATG to do so. Express shall provide ATG with all reasonable assistance, at ATG's expense, in any prosecution of any such infringement Exhibit 10.9 Confidential Treatment Omissions Noted by (*). Omissions in accordance with Rule 406 of the Securities Act of 1933. Omitted portions have been filed with the Securities and Exchange Commission. which ATG may decide to institute. With respect to any joint action, ATG shall have the sole right to employ counsel and to direct the handling of the action and litigation and any settlement thereof.
Third Party Infringers. When Licensee becomes aware that a third party is or may be making unauthorized uses of any Localized Game (or any part thereof), or any unauthorized or infringing use of the Licensed Materials or any portion thereof, Licensee will make commercially reasonable efforts to give written notice (including notice by e-mail) thereof to Tencent and Tencent may, in its sole discretion, prosecute necessary actions to prevent such infringement. Upon the reasonable request from Tencent, Licensee will use commercially reasonable efforts to cooperate with Tencent at Tencent’s sole cost. If Tencent does not take prompt action against such infringement, Licensee will have the right to take such action, with Tencent’s consent and at Tencent cost, and Tencent will cooperate with Licensee in any such action.
