Infringement of Patents of Third Parties Sample Clauses

The 'Infringement of Patents of Third Parties' clause defines the responsibilities and liabilities of the parties if the use of products, services, or processes under the agreement results in the violation of patents owned by entities not party to the contract. Typically, this clause outlines which party must defend against claims, pay damages, or secure licenses if a third party alleges patent infringement. Its core function is to allocate risk and clarify who bears the legal and financial consequences of such infringement, thereby protecting the parties from unexpected liabilities.
Infringement of Patents of Third Parties. Each party, its Affiliates and sublicensees, and their respective employees and agents shall use diligent efforts to avoid infringement of patents of any third party in discovering, developing, manufacturing and commercializing the Compound, intermediates thereof and/or Products. However, neither party, its Affiliates and sublicensees, and their respective employees and agents shall be liable to the other party, its Affiliates and sublicensees, and their respective employees and agents if the practice of the Patent Rights, Agouron Technology, Roche Technology, and/or Development Program Technology in discovering, developing, manufacturing or commercializing the Compound, intermediates thereof and/or Products infringe any patent of any third party. If either party becomes aware of any claim or suit by any third party for infringement of a patent of such third party in connection with the discovery, development, manufacture, use or sale of the Compound, intermediates thereof and/or Products by a party hereto, such party shall notify the other party in writing of such claim or suit within thirty (30) days thereafter. Each party agrees to render such reasonable assistance as the other party may request in defending any such claim or suit. The parties shall mutually agree to any settlement of any existing or potential infringement claim or action that would require the payment of any royalty or lump sum payment to a third party, except that if the parties cannot promptly reach agreement, they shall appoint an independent patent counsel to give an opinion, which shall be binding on the parties, as to whether there is a substantial risk that the third party patent is both valid and infringed. If the opinion is that there is a substantial risk that the patent is both valid and infringed, the marketing party of a Product in a country, after consultation with the other party, may settle the matter in its sole discretion on such terms as it deems appropriate. If both parties are participating in the marketing of a Product in a country, the parties shall mutually agree to any settlement of any infringement claim or action that would require the payment of any royalty or lump sum payment to a third party; if the parties are unable to mutually agree on the settlement, then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. Unless the parties agree otherwise, the costs of defending or settling any such claim or act...
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Infringement of Patents of Third Parties. (a) PI shall defend any suit, action or proceeding brought against itself or PT alleging the infringement or misappropriation of any patent or any other proprietary right of a third party by reason of the use of the PI Rights in the Project. PT shall give PI prompt written notice of the commencement of any such suit, action or proceeding or any claim of infringement against PT and will furnish to PI a copy of each communication relating to the alleged infringement and shall give to PI all authority (including the right to exclusive control of the defense and settlement of any such suit, action or proceeding), information and assistance necessary to defend or settle any such suit, action or proceeding. PI shall keep PT advised as to, and consult with PT from time to time in respect of, all material developments with respect to such suit, action or proceeding or any settlement negotiations in connection therewith. PI shall pay (i) all expenses (including reasonable attorneys' fees) incurred in connection with any such suit, ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. action or proceeding and (ii) any actual damages and costs finally awarded against the infringing party as the result of any such suit, action or proceeding, or the amount payable in any settlement of any such suit, action or proceeding to the extent either arise from the PI Rights. In no event shall PI be required to pay to PT any indirect, special, incidental or consequential damages of any kind as a result of or in connection with any such suit, action or proceeding or the settlement thereof. For purposes of this Clause 6.14(a), PI rights shall include any Project Rights assigned exclusively to PI. (b) PT shall defend any suit, action or proceeding brought against itself or PI alleging the infringement or misappropriation of any patent or any other proprietary right of a third party by reason of the use of the PT Rights in the Project. PI shall give PT prompt written notice of the commencement of any such suit, action or proceeding or any claim of infringement against PI and will furnish to PT a copy of each communication relating to the alleged infringement and shall give to PT all authority (including the ...
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Infringement of Patents of Third Parties. Each Party, its Affiliates and sublicensees, and their respective employees and agents shall use diligent efforts to avoid known infringement of patents of any third party *
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Infringement of Patents of Third Parties. (a) If, in the Collective Opinion of Patent Counsel, a patent or patents covering the manufacture, use or sale of any Agent should issue or have issued in the United States in the Field of Use, if applicable, to a Third Party, AM shall attempt to negotiate a license from such Third Party to permit the manufacture, use and sale by AM and its licensees of such Agent. If AM shall obtain a license to any such patent or patents covering any Agent directly from such Third Party, Cytogen shall receive a sublicense under such license, and Cytogen shall, on a quarterly basis, reimburse AM in an amount equal to ***** percent (*****%) of AM's cost of obtaining such license, including any license fees and royalty payments (excluding such portion, if any, of such cost that is attributable to sales by AM and/or its licensees of products other than any Agent or outside the Field of Use, if applicable, to sales of any Agent by AM and/or its licensees outside the Territory or to considerations other than the sale of Agent in the Territory). To the extent that the total payment to AM in any fiscal quarter under the preceding sentence would exceed ***** percent (*****%) of the total Royalty payments from Cytogen that are due to AMfor such quarter pursuant to Section 10.1, such excess amount shall not be payable in that quarter, and shall instead be carried forward and paid quarterly as soon thereafter as is possible without causing the payments by Cytogen under this paragraph in any quarter to exceed ***** percent (*****%) of the total Royalty payments from Cytogen that are due to AM for such quarter pursuant to Section 10.1. If AM is not successful in obtaining such a license within three months of the Collective Opinion of Patent Counsel, and if Cytogen thereafter obtains such a license, the Parties agree that ***** percent (*****%) of any consideration paid by Cytogen therefor, including royalties paid by Cytogen pursuant to such license and license fees paid to obtain such license, shall be creditable against the Royalty payments due from it to AM pursuant to Section 10.1 with respect to the Agent or Agents to which the Collective Opinion of patent Counsel relates; provided, however, that Cytogen shall use commercially reasonable efforts to enter into any such licensing arrangements on the most favorable terms then available. In no event, however, shall the total credit available to Cytogen in any fiscal quarter under this paragraph exceed ***** percent (*****%) of the t...
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Infringement of Patents of Third Parties. (a) If, in the Collective Opinion of Patent Counsel, a patent or patents covering the manufacture, use or sale of any Agent should issue or have issued in the United States in the Field of Use, if applicable, to a Third Party, AM shall attempt to negotiate a license from such Third Party to permit the manufacture, use and sale by AM and its licensees of such Agent. If AM shall obtain a license to any such patent or patents covering any Agent directly from such Third Party, Cytogen shall receive a sublicense under such license, and Cytogen shall, on a quarterly basis, reimburse AM in an amount equal to ***** percent (*****%) of AM's cost of obtaining such license, including any license fees and royalty payments (excluding such portion, if any, of such cost that is attributable to sales by AM and/or its licensees of products other than any Agent or outside the Field of Use, if applicable, to sales of any Agent by AM and/or its licensees outside the Territory or to considerations other than the sale of Agent in the ------------------------------ ***** Confidential portion omitted and filed separately with the Securities and Exchange Commission. 17
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Related to Infringement of Patents of Third Parties

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Infringement Claims by Third Parties If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • Third Party Patents If, after June 17, 2014, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Field.

  • 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.