INFRINGEMENT OF THIRD Sample Clauses

The 'Infringement of Third' clause defines the responsibilities and liabilities of the parties if a third party claims that their intellectual property rights have been infringed by the use, sale, or distribution of products or services under the agreement. Typically, this clause outlines which party must defend against such claims, who will bear the costs, and what remedies are available, such as indemnification or modification of the infringing product. Its core function is to allocate risk and provide a clear process for handling third-party infringement claims, thereby protecting both parties from unexpected legal exposure.
INFRINGEMENT OF THIRD party rights
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INFRINGEMENT OF THIRD. Party Patents 12 6.4..............................................Infringement of Licensed Patents 12 6.5...................................................................Cooperation 12 7.......................................................Representations and Warranties 12 7.1.........................................Mutual Representations and Warranties 12 7.2......................................Connetics Representations and Warranties 13 8......................................................................Indemnification 13 8.1..................................................Indemnification by Connetics 13 8.2..................................................Indemnification by InterMune 13 8.3.....................................................Indemnification Procedure 13 9......................................................................Confidentiality 14 9.1..........................................Confidential Information Obligations 14 9.2....................................................................Exceptions 14 9.3........................................................Terms of the Agreement 14 9.4..........................................................Permitted Disclosure 14 10.........................................................................Termination 15 10.1............................................................Term of Agreement 15 10.2..............................................Termination for Material Breach 15 10.3........................................................Effect of Termination 15 10.4.............................................................Surviving Rights 16 10.5.....................................Accrued Rights and Surviving Obligations 16 10.6............................................................Bankruptcy Rights 16 11.......................................................................Miscellaneous 16 11.1.......................................................................Waiver 16 11.2...................................................................Assignment 16 11.3......................................................................Notices 16 11.4.....................................................................Headings 17 11.5....................................................................Amendment 17 11.6................................................................Governing Law 17 11.7...........................................................Dispute Resolut...
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INFRINGEMENT OF THIRD. PARTY RIGHTS --------------------------------------------- 8.01 In the event that NCSU or LICENSEE is charged with infringement of a patent by a third party or is made a party in a civil action as a result of LICENSEE'S or a sub-licensee's practice of the Patent Rights under this Agreement, LICENSEE shall: (a) defend and/or settle any such claim of infringement or civil action; (b) assume all cost, expenses, damages, and other obligations for payments incurred as a consequence of such charges of infringement and/or civil action; (c) indemnify and hold NCSU harmless from any and all damages, losses, liability, and costs resulting from a charge of infringement or civil action which shall be brought against NCSU and attributable to technology added to, incorporated into or sold with a Licensed Product by LICENSEE or a sub-licensee or to manufacturing processes utilized by LICENSEE or a sub-licensee; and (d) if such claim of infringement or civil action shall be based on patent claims contained in any pending or issued patent included in the Patent Rights, LICENSEE may terminate this Agreement effective immediately upon NCSU's receipt of written notice of termination, and LICENSEE shall have no further liability for claims and/or damages arising subsequent to said date of termination except to the extent such claims and/or damages arising subsequent to said date of termination arise as a consequence of or in connection with the sale of Licensed Products under Section 7.07.
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INFRINGEMENT OF THIRD. PARTY RIGHTS
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INFRINGEMENT OF THIRD party rights 7.3.1 Licensor shall defend Licensee against any claims made by a third-party that the Products infringe patent, copyright or trademark or misappropriates its trade secret, subject to this Clause 7.3 only. 7.3.2 Licensee shall notify Licensor without undue delay of any claim of infringe- ment in writing. Licensor shall hereafter have the option to assume responsibility of such infringement claim and any ex- penses in relation hereto. 7.3.3 If final judgment is passed in favor of the third-party claim, Licensor is at its sole discretion entitled to obtain a valid license to the Products or to bring an end to the infringement by modifying or replacing the Products with a solution with materially the same functionality as the Products. Alternatively, Licensor is entitled to terminate the Agreement with immediate effect against repay- ment of any payments for such Prod- ucts. 7.3.4 Licensor’s obligations shall not apply to the extent that the claim or adverse fi- nal judgment is based on a) Licensee’s non-compliance with the Agreement, the general terms or this ▇▇▇▇. b) Licensee’s integration of the Products with a non-Licensor product, data or business process including third-party add-ons or programs; c) Use of the Products for other pur- poses than as intended and/or contrary to any instructions on use. 7.3.5 This Clause 7.3 constitutes Licensee’s sole and exclusive remedy in case of third-party infringement.
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INFRINGEMENT OF THIRD. PARTY RIGHTS EuroLife will reasonably assist Biomed to defend or settle such third party claim if so requested and at the expense of Biomed. B EuroLife shall have the right to participate and be represented in any such claim by a third party by its own counsel.
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INFRINGEMENT OF THIRD. Party rights by the PEM Trademarks. PEM shall: (i) defend, through counsel of its choosing, at its own cost and expense, any claim from a Third Party that claims that the PEM Trademarks infringe such Third Party’s intellectual Property in the Territory; (ii) consult with PAC, take into consideration PAC’s comments, incorporate and act on such comments to the extent reasonable in defending against any such claim; and (iii) release and hold PAC, its Affiliates and sublicensees harmless from any liabilities arising from or connected with any such claim.
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Related to INFRINGEMENT OF THIRD

  • 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 8.1 The Parties shall promptly notify each other of any suspected infringement of any Licensed Patents. 8.1.1 During the Term, COMPANY shall, at its expense, have the right to enforce any Licensed Patents against such infringer and may defend any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent. COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. LICENSOR shall cooperate with reasonable requests from COMPANY in such effort, at COMPANY'S expense, including being joined as a party to such action, if necessary. COMPANY shall reimburse LICENSOR for actual costs incurred, including reasonable attorneys’ fees, as part of any action brought by COMPANY. 8.1.2 COMPANY shall use its best efforts to terminate any suspected infringement of any Licensed Patents or resolve any other actual or potential claim(s) or cause(s) of action without resorting to litigation, which may include negotiating and executing a sublicense agreement that complies with the terms of this Agreement. COMPANY understands and agrees that any sublicense entered into under this Section must satisfy all requirements of a sublicense as set forth in Section 2.5, including obtaining written approval from EMORY on behalf of the LICENSOR. Before COMPANY commences an action with respect to any infringement or potential infringement or commences an action filed by, or responds to an allegation raised by, a third party, it shall give careful consideration to the views and the potential effects on the public interest in making its decision whether or not to sue or how to respond. LICENSOR shall use reasonable efforts in accordance with their own policies and procedures to cooperate with COMPANY in connection with any such remedial action undertaken by COMPANY under this Section, and COMPANY shall be responsible for any costs and expenses incurred by LICENSOR associated with such cooperation. 8.1.3 COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or other voluntary final disposition in any action regarding the Licensed Patents, without the express written consent of EMORY on behalf of LICENSOR, which shall not be unreasonably withheld. For the avoidance of doubt, COMPANY acknowledges that it shall not be unreasonable for LICENSOR to withhold consent to any settlement agreement, voluntary dismissal, consent judgment, agreement pursuant to Section 8.1.2., or other voluntary final disposition in any action regarding the Licensed Patents that does not include a complete release of such party from all liability or that contains or contemplates any payment by, or injunctive or equitable relief binding upon such party. Any amounts received shall first be applied in satisfaction of the actual and reasonable costs and expenses incurred by COMPANY and any balance shall be deemed to be proceeds of Sales of Licensed Products in the fiscal quarter received. 8.2 If COMPANY fails, within [*****] after receiving notice of a potential infringement, to institute an action against such infringer or notifies LICENSOR that it does not plan to institute such action, then LICENSOR shall have the right to do so at its own expense. COMPANY shall cooperate with LICENSOR in such effort including being joined as a party to such action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, at its discretion, continue prosecution of such suit at its own expense.