Claims and infringements Clause Samples

The "Claims and Infringements" clause defines the parties' rights and responsibilities regarding intellectual property claims, particularly when a third party alleges that a product or service infringes on their rights. Typically, this clause outlines the procedures for notifying the other party of such claims, the process for defending against them, and may specify who is responsible for legal costs or settlements. Its core function is to allocate risk and clarify how potential intellectual property disputes will be managed, thereby protecting both parties from unexpected liabilities.
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Claims and infringements. 16.2.1 The Company Intellectual Property is not and so far as the Warrantors are aware will not be, the subject of a claim or opposition from any person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise. 16.2.2 There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Company Intellectual Property to which the Company is or has been a party. No civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened by or against the Company. So far as the Warrantors are aware no fact or circumstance exists which might give rise to a proceeding of that type. 16.2.3 The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this Agreement by the Company: (a) so far as the Warrantors are aware do not involve the unlicensed use of a third party's Intellectual Property or confidential information; (b) so far as the Warrantors are aware do not at the date of this Agreement, nor so far as the Warrantors are aware did they at the time carried out, used, manufactured, dealt in or supplied, infringe the Intellectual Property (including moral rights) of another person; and (c) have not given, and so far as the Warrantors are aware will not give, rise to a claim against the Company or a liability to pay compensation in relation to the Intellectual Property of a third party. 16.2.4 So far as the Warrantors are aware no third party has made, is making or is likely to make any unauthorised use of any of the Company Intellectual Property or so far as the Warrantors are aware has infringed or is infringing any Company Intellectual Property. 16.2.5 Neither the Company nor so far as the Warrantors are aware any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Company Intellectual Property is in breach of such agreement.
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Claims and infringements. 13.1 Tasgen shall immediately notify Genexine of any claim, or any fact which may lead to a claim, of any nature by a third party that the use of the Licensed Intellectual Properties by Tasgen is or may be an infringement of a patent or other proprietary right of such third party, but shall take no action relating to such claim or infringement without Genexine’s written consent. Genexine shall advise Tasgen whether it wishes to conduct a defense of any such claim. Should Genexine elect to conduct such a defense, it shall do so at its own expense, and Genexine shall have sole control of such defense either in its own name or in the name of Tasgen, as the case may be, and Tasgen shall give all reasonable assistance to Genexine to enable it to do so. 13.2 Genexine shall indemnify Tasgen and bear related costs for any claims, losses, damages, proceedings sustained by Tasgen in relation to any claims that may be made against Tasgen pursuant to Article 13.1, unless such claims, losses, damages, proceedings result from the default by Tasgen of its obligations under this Agreement or the use of Licensed Intellectual Properties by Tasgen otherwise than in accordance with this Agreement. Notwithstanding the above, the total and aggregate liability of Genexine shall not exceed an amount equal to the sum of (i) the upfront payment received by Genexine pursuant to Articles 3.1 and 3.2, (ii) any milestone payments of any corresponding product actually received by Genexine pursuant to Article 3.3 and 3.4, and (iii) any other payments received by Genexine pursuant to this Agreement. 13.3 Tasgen shall immediately notify Genexine of any information it obtains that any third party is or may be infringing the rights of Genexine relating to the Licensed Intellectual Properties, but shall take no action relating to such infringement without Genexine’s written consent. Genexine shall advise Tasgen whether it wishes to take action with respect to such infringement. Should Genexine elect to take action with respect to such infringement, it shall do so at its own expense, and Genexine shall have sole control of such action and Tasgen shall give Genexine all reasonable assistance to enable it to do so. All compensation which may be recovered shall be made to Genexine. 13.4 In the event that Genexine elects not to take action under Article 13.3, Tasgen may, with the written consent of Genexine, take action in relation to the relevant infringement at its own cost and expense, and Gene...
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Claims and infringements. 13.1 I- Mab shall immediately notify Genexine of any claim, or any fact which may lead to a claim, of any nature by a third party that the use of the Licensed Intellectual Properties by I-Mab is or may be an infringement of a patent or other proprietary right of such third party, but shall take no action relating to such claim or infringement without Genexine’s written consent. Genexine shall advise I-Mab whether it wishes to conduct a defense of any such claim. Should Genexine elect to conduct such a defense, it shall do so at its own expense, and Genexine shall have sole control of such defense either in its own name or in the name of I-Mab, as the case may be, and I-Mab shall give all reasonable assistance to Genexine to enable it to do so.
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Claims and infringements. 10.1 The Licensee shall immediately notify the Licensor of any claim, or any fact which may lead to a claim, of any nature by a third party that the sub-licensing of the Shunt Reactor Technology and Know-how by the Licensee the use of the Shunt Reactor Technology and Know-how by the Joint Venture Company is or may be an infringement of a patent or other proprietary right of such third party, but otherwise shall take no action relating to such claim or infringement without the Licensor’s written consent. The Licensor shall advise the Licensee whether it wishes to conduct a defence of any such claim. Should the Licensor elect to conduct such a defence, it shall do so at its own expense, and the Licensor shall have sole control of such defence and the Licensee shall give all reasonable assistance to the Licensor to enable it to do so. 10.2 The Licensor shall indemnify the Licensee and bear related costs for any claims, losses, damages, proceedings sustained by the Licensee in relation to any claims that may be made against the Licensee pursuant to Clause 10.1, unless such claims, losses, damages, proceedings result from the default by the Licensee of their obligations under this Agreement or the use of Shunt Reactor Technology and Know-how by the Licensee otherwise than in accordance with this Agreement. 10.3 If any third party takes any action in connection with the sub-licensing of the Shunt Reactor Technology and Know-how by the Licensee and thereby hinders the Licensee from sub-licensing the Shunt Reactor Technology and Know-how to the Joint Venture Company for the manufacture, packaging or sale of the Licensed Products, the Licensor shall be responsible for taking action, including defending any legal claim or reconciling with a third party to remove such hindrance. 10.4 In the event that the Licensor elects not to take action under Clause 10.3, the Licensee may, with the written consent of the Licensor, take action in relation to the relevant infringement, and the Licensor shall reimburse the Licensee for any costs and expenses incurred for taking such action and give all reasonable assistance in connection therewith. 10.5 Notwithstanding the foregoing, the Licensee shall not enter into any compromise, settlement or agreement with any person or entities relating to the Shunt Reactor Technology and Know-how otherwise than with the written consent of the Licensor.
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Claims and infringements. 13.2.1 The Group Intellectual Property is not and will not be, the subject of a claim or opposition from any person (including an employee or former employee of the Group) as to title, validity, enforceability, entitlement or otherwise. 13.2.2 There is, and has been, no proceeding (as defined in 21.1 and including any infringement proceedings) or other dispute concerning any of the Group Intellectual Property. No such proceeding or dispute is pending or threatened by or against the Group. No fact or circumstance exists which is likely to give rise to such a proceeding or dispute. 13.2.3 The processes and working practices employed, and the products and services dealt in, by the Group on or before the date of this agreement: (a) do not involve the unlicensed use of a third party’s Intellectual Property or confidential information; (b) do not infringe the Intellectual Property (including moral rights) of another person; and (c) have not given, and will not give, rise to a claim against the Group or a liability to pay compensation. 13.2.4 No third party has made, is making or is likely to make any unauthorised use of any of the Group Intellectual Property or has infringed or is infringing any Group Intellectual Property. 13.2.5 Neither the Group nor any other party to any Intellectual Property Agreement or any other agreement relating to the Group Intellectual Property is in breach of such agreement.
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Claims and infringements. (a) So far as the Vendors are aware, the Business Intellectual Property is not the subject of a claim or opposition from a person (including an Employee or other employee or former employee of the Vendors) as to title, validity, enforceability, entitlement or otherwise. (b) The Vendors have received no notice of any civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Business Intellectual Property. So far as the Vendors are aware, no civil, criminal, arbitration, administrative or other proceeding concerning any of the Business Intellectual Property Rights is pending or threatened. (c) The activities and services in relation to the Business: Table of Contents (i) so far as the Vendors are aware do not involve the use of a third party’s Intellectual Property or confidential information. (ii) so far as the Vendors are aware, do not at the date of this Agreement, nor did they at the time carried out, used, infringe the Intellectual Property (including moral rights) of another person; and (iii) so far as the Vendors are aware, have not given, and will not on Completion give rise to a claim against the Purchasers or a liability to pay compensation. (d) So far as the Vendors are aware, no third party has made, is making any unauthorised use of any of the Business Intellectual Property or has infringed or is infringing any Business Intellectual Property. (e) Neither the Vendors nor, so far as the Vendors are aware, any other contracting party to any Intellectual Property Agreement or any other agreement in relation to the Business Intellectual Property is in breach of such agreement.
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Claims and infringements. 11.2.1 The Company Intellectual Property is not and, so far as the Sellers are aware, will not be, the subject of a claim or opposition from a person (including an employee or former employee of the Company) as to title, validity, enforceability, entitlement or otherwise. 11.2.2 There is, and has been, no civil, criminal, arbitration, administrative or other proceeding, including any infringement proceedings, or any other dispute in any jurisdiction concerning any of the Company Intellectual Property. As far as the Sellers are aware no civil, criminal, arbitration, administrative or other proceeding concerning any of the Company Intellectual Property is pending or threatened and no fact or circumstance exists which might give rise to a proceeding of that type. 11.2.3 The activities, processes, methods, products or services carried out, used, manufactured, dealt in or supplied on or before the date of this agreement by the Company:
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Claims and infringements. 13.2.1 The Group Intellectual Property is not and, so far as the Sellers are aware, will not be, the subject of a claim or opposition from any person (including an employee or former employee of the Group) as to title, validity, enforceability, entitlement or otherwise. 13.2.2 There is, and has been, no proceeding (as defined in paragraph 21.1 of this part 2 of Schedule 5 and including any infringement proceedings) or other dispute concerning any of the Group Intellectual Property. No such proceeding or dispute is pending or threatened by or against the Group. So far as the Sellers are aware, no fact or circumstance exists which is likely to give rise to such a proceeding or dispute. 13.2.3 So far as the Sellers are aware, the processes and working practices employed, and the products and services dealt in, by the Group on or before the date of this agreement: (a) do not involve the unlicensed use of a third party’s Intellectual Property or confidential information; (b) do not infringe the Intellectual Property (including moral rights) of another person; and (c) have not given, and will not give, rise to a claim against the Group or a liability to pay compensation. 13.2.4 No third party has made, is making or, so far as the Sellers are aware, is likely to make any unauthorised use of any of the Group Intellectual Property or has infringed or is infringing any Group Intellectual Property. 13.2.5 Neither the Group nor any other party to any Intellectual Property Agreement or any other agreement relating to the Group Intellectual Property is in breach of such agreement.
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Related to Claims and infringements

  • 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.

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • 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 the defense of such Third Party Infringement Claim without the prior written consent of the party controlling such defense. The non-controlling party, its employees, agents and Affiliates shall reasonably cooperate with the party (and its legal representatives) controlling the defense of any Third Party Infringement Claim in the investigation and defense of such Third Party Infringement Claim. Notwithstanding the above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse of the Product by the other party or by wholesalers or the customers of either party. The provisions of this Section 17.4 shall be notwithstanding any conflicting provisions set forth in this Agreement, including Sections 17.1, 17.2 and 17.3.

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.