Defense by Licensor Sample Clauses

The "Defense by Licensor" clause obligates the licensor to defend the licensee against certain legal claims, typically those alleging that the licensed product or intellectual property infringes on third-party rights. In practice, this means that if a third party sues the licensee for using the licensed material, the licensor will take responsibility for managing the defense, including legal costs and potential settlements or judgments. This clause is essential for protecting the licensee from legal and financial risks associated with intellectual property disputes, ensuring that the licensor stands behind the rights they are granting.
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Defense by Licensor. Licensor shall, at its own costs and expense, use its reasonable efforts to defend the Patent Rights and Trademarks against validity challenges of Third Parties.
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Defense by Licensor. If, and to the extent, a suit or proceeding is brought against Licensee asserting that the Image or the Technology, as used by Licensee in accordance with this Agreement, infringes any copyright or trademark in any country or misappropriates any trade secret in any country (“IP Infringement Lawsuit”), and subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease use of the allegedly infringing Image or Technology.
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Defense by Licensor. If a Third Party files a claim, suit or action against Licensee claiming that a Patent or other intellectual property right owned by it is infringed or misappropriated by the distribution, marketing or sale or even manufacture, as the case may be, of Product or Device in the Territory, and such claim, suit or action arises out of Licensee’s permissible exercise of its rights under this Agreement, the Parties shall confer in good faith regarding such alleged infringement or misappropriation. Licensor shall be obligated, at its own costs, to defend any such claims, suits or actions. Licensee will assist in the defense of any such claim, suit or action as reasonably requested by Licensor. Licensor shall not settle any such claim, suit or action if such settlement would impose on Licensee the obligation to pay any damages (including royalties under a license) without the prior express written consent of Licensee, which shall not be unreasonably withheld or delayed.
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Defense by Licensor. If an IP Infringement Lawsuit is brought against Licensee, then subject to the conditions and limitations set forth in Sections 7.7, 7.8, 7.9 and 8 of this Agreement, Licensor will (a) defend Licensee in such IP Infringement Lawsuit; (b) pay all costs and damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction in such IP Infringement Lawsuit, or pay any settlement of such IP Infringement Lawsuit as agreed to by Licensor; and (c) use reasonable commercial efforts to obtain for Licensee the right to continue to use the Image or Technology or replace or modify the Image or Technology with substantially equivalent product which Licensor believes to be (or have increased likelihood to be) non-infringing, in which event Licensee shall immediately cease use of the allegedly infringing Image or Technology. If, in case of such IP Infringement Lawsuit, obtaining a license to continue and use the Image or Technology or modifying or replacing the Image or Technology to make it non-infringing are not feasible or commercially reasonable options, Licensor may refund to Licensee the portion of the fees paid by Licensee for the allegedly infringing Image or Technology, and in such case Licensee’s rights and licenses with respect such Image or Technology will terminate, without further obligation or liability by Licensor to Licensee (other than the obligations set forth in Section 7.6(a) and Section 7.6(b) above), and Licensee shall immediately cease the use of the allegedly infringing Image or Technology.
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Related to Defense by Licensor

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Indemnification by Licensee Licensee shall indemnify, defend and hold Somaxon and its Affiliates and each of their respective employees, officers, directors and agents (the “Somaxon Indemnitees”) harmless from and against any and all liabilities, obligations, claims, demands, judgments, losses, costs, damages, expenses, fines, royalties, governmental penalties or punitive damages, interest, settlement amounts, awards and judgments (including reasonable legal fees and expenses) (collectively, “Losses”) arising out of any Third Party claim, suit or proceeding arising out of or related to: (a) the negligence, reckless or wilful misconduct of any Licensee Indemnitee in performing Licensee’s obligations under this Agreement or otherwise in the seeking, obtaining or maintaining any Regulatory Approval or in Commercialization; (b) any material breach or violation by any Licensee Indemnitee of, or failure to perform by any Licensee Indemnitee of, any representation, warranty, covenant, or other obligation in this Agreement, unless waived in writing by Somaxon; (c) any material violation of applicable Law by any Licensee Indemnitee in connection with performing its obligations under this Agreement or otherwise in the seeking, obtaining or maintenance of any Regulatory Approval or Commercialization; (d) any claim or liability arising from Licensee’s exploitation of the licenses granted under this Agreement; (e) any actions of any Licensee Indemnitee, including a Sales Representative or scientific liaison, including any false or misleading representations to professionals, customers, or others regarding any Somaxon Indemnitee or the Licensed Product; (f) any decision taken hereunder as to which Licensee has final decision-making authority; or (g) the content of the Promotional Materials; excluding, in each case, any Loss for which Somaxon has an obligation to indemnify an Licensee Indemnitee pursuant to Section 12.2 or pursuant to the Supply Agreement, as to which Loss each Party shall indemnify the other to the extent of their respective liability for such Loss.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].