By Third Parties Clause Samples

By Third Parties. (a) If a Novan Patent (excluding a Joint Patent) becomes the subject of any proceeding commenced by a Third Party in the Licensed Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.5, in which case the provisions of Section 7.5 shall govern), then [***] shall control such defense at its sole cost. Upon [***] request, [***] shall reasonably cooperate with [***] in such defense at [***] cost. Subject to Section 7.11, [***] shall permit [***] to participate in the proceeding to the extent permissible under Laws, and to be represented by its own counsel in such proceeding, at [***] sole expense. (b) If a Joint Patent becomes the subject of any proceeding commenced by a Third Party in the Licensed Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 7.5, in which case the provisions of Section 7.5 shall govern), then [***] shall control such defense at its sole cost. Upon [***] request, [***] shall reasonably cooperate with [***] in such defense at [***] cost. Subject to Section 7.11, [***] shall permit [***] to participate in the proceeding to the extent permissible under Laws, and to be represented by its own counsel in such proceeding, at [***] sole expense. (c) Except as set forth in Sections 7.7(ii)(a) or 7.7(ii)(b) above, all expenses incurred by the Parties in an applicable action under Sections 7.7(ii)(a) or 7.7(ii)(b) shall [***]. Any awards or amounts received in defending any such Third Party action, if any, shall [***], as if the [***].

By Third Parties. McGill and Licensee agree to inform the other Party promptly in writing of any actual or suspected infringement of the LICENSED PATENT or LICENSED INTELLECTUAL PROPERTY by a third party. Licensee shall have, for a period of 120 days from the date of any notice of infringement of the Licensed Patent or LICENSED INTELLECTUAL PROPERTY, the first right to institute suit against such third party. Thereafter, McGill and Licensee shall each have the right to institute an action for infringement of the Licensed Patent against such third party in accordance with the following: a. If both McGill and Licensee agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement shall be shared equally. McGill and Licensee shall agree to the manner in which they shall exercise control over such suit. Each Party, at its option, may be represented by separate counsel of its own selection, the fees for which shall be paid by that Party. b. In the absence of an agreement to institute a suit jointly, McGill may, but is not obligated to, institute suit, and at its option, join Licensee as a plaintiff. If McGill decides to institute suit, it shall notify Licensee in writing. Licensee’s failure to notify McGill in writing within fifteen (15) days after the date of ▇▇▇▇▇▇’▇ notice, that it will join in enforcing the LICENSED PATENT(S) pursuant to the terms hereof, shall be deemed conclusively to be Licensee’s assignment to McGill of all rights, causes of action, and damages resulting from any such alleged infringement. McGill shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; and c. In the absence of an agreement to institute a suit jointly, and if McGill does not notify Licensee of its intent to pursue legal action within ninety (90) days, as provided in (a) or (b) above, Licensee may institute suit. Licensee shall bear the entire cost of such litigation. Any recovery in excess of litigation costs and reasonable attorney fees shall be shared equally between Licensee and McGill. d. If Licensee undertakes to defend the LICENSED PATENT(S) by litigation, Licensee may deduct from its royalty payments to McGill with respect to the LICENSED PATENT(S) subject to suit an amount not exceeding fifty percent (50%) of Licensee’s expenses and costs of such action, including reasonable attorney’s fees, provided however, ...

By Third Parties. Notwithstanding anything to the contrary in Section 5.1.1, nothing in this Agreement shall prohibit any Third Party that owns or controls a proprietary compound included in any Combination Regimen that has received Regulatory Approval in the applicable country and who is the MA holder, or is authorized by the MA holder, for such compound from promoting or co-promoting with BeiGene or Novartis in the BeiGene Territory or the Novartis Territory any Combination Regimen consisting of the Licensed Product and one or more of such Third Party’s proprietary compounds referencing the generic name of the Licensed Product (ociperlimab) and, with the prior written permission of BeiGene in the BeiGene Territory, to the extent permitted by Applicable Law, the brand name and logo of the Licensed Product in the BeiGene Territory or, with the prior written permission of Novartis in the Novartis Territory, to the extent permitted by Applicable Law, the brand name and logo of the Licensed Product in the Novartis Territory (“Third Party Permitted Commercialization Activities”). Novartis will not prevent any such Third Party from obtaining supply of Licensed Product in the Novartis Territory from wholesalers on the open market, subject to the availability of supply of the Licensed Product.

By Third Parties. Unless otherwise agreed upon in individual cases, the commission shall be paid in the currency in which the order will be settled and shall become due upon complete payment of the order and after the release of all guarantees, bonds and sureties related to the order.

By Third Parties. Subject to the remaining provisions of this Section 7, Landlord shall be entitled to sublicense the specific rights granted to it under Section 7.1 to use the Stadium or the Premises to any third party (a “Third Party User”) on any Non-Tenant Use Date, in such a manner that does not otherwise unreasonably interfere with Tenant’s operation of its business on and within the Premises, and as long as such Third Party User does not use the Stadium or Premises for more than five (5) baseball games within the period commencing April 1 and ending on September 1 of any Lease Year, unless otherwise agreed to in writing by Tenant in its sole and absolute discretion (“Third Party Events”). Landlord’s right to sublicense the use of the Stadium and Premises to a Third Party User under this Section 7.2 and such Third Party User’s right to use the Stadium or Premises is expressly conditioned upon such Third Party User not: (i) stating, representing, indicating or implying that the Stadium or Premises is such Third Party User’s “home” or “home field” for purposes of playing baseball; and (ii) taking any action from which it would be reasonable for any person, without actual knowledge of contrary facts, to believe or assume that the Stadium or Premises is such Third Party User’s “home” or “home field” for purposes of playing baseball. Neither Landlord nor any Third Party User will be entitled to receive any portion of any concession revenues generated from or in connection with any Third Party Event.

By Third Parties. CVO may release Reports or Data from the Reports to third parties, provided that each such third party has agreed in writing: (i) to take any and all necessary steps to ensure that the Reports and data in the Reports remain confidential; (ii) to use the Reports and data in the Reports only for credentials verification purposes only;

By Third Parties. This Franchise shall not prohibit haulers of Solid Waste other than Franchise Materials from hauling such waste over County streets in accordance with Applicable Law.

By Third Parties. If a Licensed Patent becomes the subject of any proceeding commenced by a Third Party in the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review or other attack upon the validity, title or enforceability thereof, then DBV shall have the sole right, but not the obligation, to control such defense at its sole cost and expense, subject, however, to the provisions of Section 9.2.1(a). DBV shall permit NESTEC to participate in the proceedings to the extent permissible under applicable Laws, and to be represented by its own counsel in such proceedings at NESTEC’s sole cost and expense, provided that (i) NESTEC shall cooperate in good faith with DBV in the proceedings and (ii) DBV retains at all times the sole right to direct and control such proceedings.

By Third Parties. To the knowledge of the Buyer and its Subsidiaries, no Person is misappropriating, infringing or violating any Buyer Intellectual Property, and no such claims have been brought against any Person by the Buyer or any of its Subsidiaries.