Claimed Infringement. Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.
Claimed Infringement. In the event that a Party becomes aware of any Claim that the practice by either Party of Aversion Technology in the Development, manufacture or Commercialization of a Product infringes the intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, the Parties shall cooperate with one another. Each Party shall provide to the other Party copies of any notices it receives from Third Parties regarding any patent nullity actions, any declaratory judgment actions and any alleged infringement or misappropriation of Third Party intellectual property relating to the Development, manufacture or Commercialization of a Product. Such notices shall be provided promptly, but in no event after more than ten (10) days following receipt thereof. Notwithstanding anything else to contrary under this Agreement, and without limiting any right or remedy King may otherwise have under this Agreement or at law or in equity: (a) King shall, after consulting with Acura, have the right (but not the obligation) to enter into intellectual property license agreements with such Third Parties as King reasonably believes to be necessary to avoid or settle allegations or claims regarding freedom to operate (other than for trademarks or copyrights) against a Product (other than the [***] formulation characteristics or technology of a Product) by such Third Party against either Party to this Agreement and (b) King may deduct from and set off against any royalties owed to Acura hereunder fifty percent (50%) of any royalties and other license payments paid under such license agreements to such Third Parties, up to a maximum amount such that the resulting royalties shall not be less than eighty percent (80%) of what would otherwise be payable to Acura hereunder at the Applicable Royalty Rate (for example, when the Applicable Royalty Rate is 5%, then deductions pursuant to this Section 11.5 shall not reduce the Applicable Royalty Rate payable to Acura below 4%, or for example if the Applicable Royalty Rate is 20%, then deductions pursuant to this Section 11.5 shall not reduce the Applicable Royalty Rate below 16%.
Claimed Infringement. If a Party becomes aware of any claim that the Development, Manufacture, or Commercialization of Products for use in the Field in the Territory infringes Patent Rights or any other intellectual property rights of any Third Party, such Party shall promptly notify the other Party. In any such instance, Ikaria shall have the exclusive right to settle such claim.
Claimed Infringement. (a) Regulus will promptly notify the Licensors of the receipt of any claim that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or Commercialization of xxXXX Therapeutics infringes the Patent Rights or misappropriates Know-How of any Third Party or the commencement of any action, suit or proceeding with respect thereto, enclosing a copy of the claim and all papers served.
(b) If a Party becomes aware that the Development or Manufacture of xxXXX Compounds or xxXXX Therapeutics or the Commercialization of xxXXX Therapeutics in the Field, by a Commercializing Party, its Affiliates or Sublicensees, infringes or misappropriates, or is likely to or is alleged to infringe or misappropriate, the Patent Rights or Know-How of any Third Party, such Party will promptly notify intellectual property counsel to the other Parties, and such Commercializing Party will have the sole right and responsibility to take any action it deems appropriate with respect thereto; provided, however, that, to the extent that any action would involve the enforcement of another Party’s Licensed IP or the Regulus IP (if the Commercializing Party is a Licensor), or the defense of an Invalidity Claim with respect to such other Party’s Licensed IP or the Regulus IP, the general concepts of Section 9.3 will apply to the enforcement of such other Party’s Licensed IP or the Regulus IP or the defense of such Invalidity Claim (i.e., each Party has the right to enforce its own intellectual property, except that the relevant Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to enforce such Licensed IP or Regulus IP or defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to enforce such Patent Right or defend such Invalidity Claim).
Claimed Infringement. If a Third Party at any time provides written notice of a claim, or brings an action, suit or proceeding, against either Party or any of its Affiliates or sublicensees, claiming infringement of such Third Party’s Patent Rights or unauthorized use or misappropriation of such Third Party’s Know-How, arising out of the research or development of the Cyclodextrin System or the research, development, making, having made, use, marketing, offering to sell, distribution, sale or importation of Licensed Products, such Party shall promptly notify the other Party of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served and such Party shall have the sole right and responsibility to take any action it deems appropriate with respect such claim, action, suit or proceeding.
Claimed Infringement. In the event that a third party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, either Party or any of their respective Affiliates or sublicensees, claiming infringement of its patent rights or unauthorized use or misappropriation of its know-how, based upon an assertion or claim arising out of the manufacture, use or sale of Licensed Products, such Party shall promptly notify the other Party of the claim or the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers served. Each Party agrees to make available to the other Party its advice and counsel regarding the technical merits of any such claim.
Claimed Infringement. In the event that a Party becomes aware of any claim that the manufacture, use or sale of the Product by CTI infringes the intellectual property rights of any Third Party, 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. Each Party shall provide to the other Party copies of any notices it receives from third parties regarding any alleged infringement of Third Party intellectual property rights and/or any declaratory judgment actions. Such notices shall be provided promptly, but in no event after more than fifteen (15) days following receipt thereof.
Claimed Infringement. Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the activity of either Party or their Affiliates or Licensee Partners under this Agreement infringes or misappropriates, or may infringe or misappropriate, the intellectual property rights of such Third Party. If a Third Party asserts or files against a Party or its Affiliates any claim of infringement or misappropriation of the intellectual property rights of such Third Party or other action relating to alleged infringement or misappropriation of such intellectual property rights (“Third Party Infringement Action”), then, unless otherwise agreed by the Parties:
Claimed Infringement. (a) In the event that a Valid Claim included in the Patent Rights is finally held to be invalid by a court of competent jurisdiction from which appeal can no longer be taken, Licensee shall thereafter be permanently relieved, to the extent of such holding of invalidity, from any further obligation to pay accrued unpaid royalties under this Agreement, unless the Product is covered by another Valid Claim within the Patent Rights licensed hereunder which have not been held to be invalid or limited in scope as provided above.
(b) Licensor makes no warranty, and hereby expressly disclaims nay warranty, that the Product, the Patent Rights, the Licensed Technology, the Licensee, its Sublicensees, Affiliates, and/or successors or assigns are free from infringement of any intellectual property rights of others. Licensor shall not be obligated to assist or defend the Licensee, its Sublicensees, Affiliates, successors or assigns in any action alleging infringement of such intellectual property rights of others. Licensor shall not be liable to Licensee, its Sublicensees, Affiliates, successors or assigns for or on account of any damages which may be assessed in any such infringement action, or any expenses or costs incurred in connection therewith. Nothing in this Agreement shall be construed as: (i) a warranty as to validity of any Patent Rights; (ii) a warranty that the Product, Patent Rights, and/or Licensed Technology are not covered in whole or in party by patents or other intellectual property rights held by third-parties; (iii) an obligation of Licensor to initiate or prosecute any infringement suits with respect to any Product, Patent Rights and/or Licensed Technology; (iv) an obligation of Licensor to furnish any technical assistance to Licensee, its Sublicensees or Affiliates; or (v) a grant of any rights under patents of Licensor or its Affiliates other than the Patent Rights. Except as expressly set forth in this Agreement, Licensor makes no representations and extends no warranties of any kind with respect to the Product, Patent Rights and/or Licensed Technology or to the use, sale, or other disposition by Licensee, its Sublicensees and/or Affiliates.
(c) Notwithstanding the provisions of Section 5.3(b), Licensor agrees that in the event that the Product becomes subject to royalty payments or licensing fees to a third party as a result of a court order or negotiated settlement agreement arising out of a third party intellectual property claim against the ...
Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the Development, Manufacture, or Commercialization, or other Exploitation of any Licensed Product in or for the Territory infringes or misappropriates the Intellectual Property Rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement or misappropriation. Licensee shall have the sole right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense (but subject to credit as provided in Section 3.3), using counsel of its own choice. Licensor may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. Without limitation of the foregoing, if Licensee finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required; provided that Licensee shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Licensor in connection with such joinder. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. Any recoveries by Licensee in connection with defending any Third Party infringement claim under this Section 5.5 shall be allocated first to reimburse each Party’s out-of-pocket costs and expenses in connection with such defense (except to the extent that the applicable costs and expenses were previously reimbursed by Licensee to Licensor pursuant to this Section 5.5) and then [ * ].
