Third Party Intellectual Property Rights. 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.
10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by...
Third Party Intellectual Property Rights. You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.
Third Party Intellectual Property Rights. (a) In providing a Service, we may supply you with materials (including software) licensed by third parties.
(b) If we supply you with materials (including software) licensed by third parties, you must comply with the terms of the relevant third party licences and you indemnify us against any loss, damage, claim, liability or demand we incur due to your breach of those third party licences.
Third Party Intellectual Property Rights. If Licensee receives any warning letter or other notice of infringement, or an action, suit or other proceeding is brought against Licensee alleging that any activity related to the Licensed Products infringes an intellectual property right of a Third Party, Licensee shall promptly notify Geron.
Third Party Intellectual Property Rights. Unless stated otherwise in Item 37 of the Order Form or the applicable Module Terms, the Supplier must, in respect of any third party Intellectual Property Rights used in the production of Deliverables, included in any Deliverables, or required by the Customer to receive the Services:
(a) ensure that it procures for the Customer a licence on terms no less favourable than:
(i) the terms set out in this clause 17 or any applicable Module Terms; or
(ii) on such other terms specified in Item 37 of the Order Form;
(b) ensure that the use of such third party Intellectual Property Rights does not constrain the Customer's use of the Services or any Deliverables; and
(c) otherwise, not use any third party Intellectual Property Rights in the provision of the Services or the production of any Deliverables.
Third Party Intellectual Property Rights. XxXxxxxxx shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies XxXxxxxxx in writing of the claim, (ii) allows XxXxxxxxx full control of the defence and any related settlement negotiations, (iii) fully cooperates with XxXxxxxxx in the defence, (iv) XxXxxxxxx shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser nor shall it be liable for any use by Purchaser that is contrary to any manuals or instructions by XxXxxxxxx, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of XxXxxxxxx. In the event the Goods are held to be infringing and the use of the same is enjoined, XxXxxxxxx shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, XxXxxxxxx will refund the purchase price of the infringing Goods. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.
Third Party Intellectual Property Rights. (i) To Seller’s Knowledge, the operation of the Business as currently conducted or any part thereof, including the manufacture, use, sale and importation of products of the Business and the possession, use, disclosure, copying or distribution of any information, data, products or other tangible or intangible property in the possession of Seller and its Controlled Affiliates (including the Acquired Entity), and the possession or use of the Owned Intellectual Property or Licensed IP Rights have not infringed, misappropriated, diluted, violated or otherwise conflicted with, and do not currently infringe, misappropriate, dilute, violate or otherwise conflict with, any Intellectual Property Right of any other Person. None of the Owned Intellectual Property, to the Seller’s Knowledge, is being infringed, misappropriated, diluted, or otherwise violated, or has been infringed, misappropriated, diluted, or otherwise violated by any Person, or otherwise used or available for use by any Person other than Seller and its Controlled Affiliates (including the Acquired Entity), except pursuant to an agreement listed on Section 4.7(b)(ii) of the Disclosure Schedule. No such claims have been made against any Person by Seller or any of its Controlled Affiliates (including the Acquired Entity).
(ii) To the Seller’s Knowledge, the Target Products have not and do not, infringe or misappropriate any Intellectual Property Rights of a third party under the Law of any applicable jurisdiction.
(iii) Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has received any written demand, claim, or notice from any third Person with respect to the operation of the Business alleging infringement, misappropriation, dilution, or other actionable harm to any third-party Intellectual Property Rights or challenging the ownership, use, validity or enforceability of any Owned Intellectual Property under the Law of any applicable jurisdiction, and neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) has received any other demand, claim or notice alleging any of the foregoing. Neither Seller nor any of its Controlled Affiliates (including the Acquired Entity) is the subject of any pending or, to the Seller’s Knowledge, threatened Proceedings alleging or involving any of the foregoing. To the Seller’s Knowledge, there are no facts or circumstances that would form the basis for any such claim or challenge.
Third Party Intellectual Property Rights. 5.1 SSH is liable to ensure and represents and warrants that it has the right to grant to the Customer all rights to the Software agreed upon in this Agreement.
5.2 SSH undertakes at its own cost to be liable for all payments inflicted upon the Customer by the Software in respect of infringements concerning the patents, cop- yrights, registered designs or other intellectual property rights of a third party which the Customer is obliged to pay on the basis of a legally valid decision of a court of law or a settlement agreement accepted by SSH. What is stated above in this section 5.2 shall be valid provided that the Customer
(i) informs SSH of a claim concerning an infringement promptly after the receipt of such information;
(ii) allows SSH to modify the Software as it chooses so that it does not infringe the rights of a third party, or allows SSH to acquire a licence from the holder of the right that is allegedly being infringed upon by the Software; and
(iii) allows SSH to defend the Customer against the al- leged infringement in question.
5.3 SSH shall not be liable in the manner mentioned above in section 5.2 if the claim is based on a modifica- tion of the Software performed by the Customer or on combining the Software with software other than a Soft- ware delivered to the Customer by SSH, and if no in- fringement would take place without such modification or combination, or if the infringement arises solely from some other cause than a SSH product, or if the Customer has used the Software in a manner contrary to these General Licence Terms. If a third party presents to SSH a claim based on the abovementioned matters concern- ing an infringement, the Customer shall be obliged to indemnify SSH for all direct costs, losses and damages caused by such infringement in accordance with a xx- xxxxx valid judgement or a settlement agreement ac- cepted by the Customer as presented in subsections (i, ii and iii) of section 5.2.
Third Party Intellectual Property Rights. As soon as practicable following the date hereof, the management of the Company shall adopt policies and procedures governing the use by the Company of Software and Materials owned by third parties (including open source software), including in connection with the design and development of the Platform.
Third Party Intellectual Property Rights. The Software may contain components (including open source software components) that are owned by third parties ("Third Party Licensors") and are provided with, incorporated into, or embedded in, the Software pursuant to license arrangements between Eaton and such third parties. Third Party Licensor components in the Software are not licensed or warranted under the terms of this document, but are instead subject to the Third Party Licensors’ license agreements. Licensee will not modify, delete, or obfuscate any copyright or other proprietary rights notices of Third Party Licensors contained in the Software.
