Patent Infringement Indemnification Sample Clauses

Patent Infringement Indemnification. Company shall indemnify, defend, and hold harmless UCSD, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Company’s furnishing or supplying UCSD with parts, goods, components, programs, practices, or methods under this Agreement or UCSD’s use of such parts, goods, components, programs, practices, or methods supplied by Company under this Agreement constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party.

Patent Infringement Indemnification. Other than as a result of SYSTEM's negligence or willful misconduct, LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless SYSTEM, its regents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expense (including legal expenses and reasonable attorney's fees) which relates to any action brought by a third party alleging infringement of a domestic or foreign patent as a result of the activities of LICENSEE or sublicensee(s) under this Agreement.

Patent Infringement Indemnification. DIVERSA will at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless MYCOGEN and its directors, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expense (including legal expenses and reasonable attorney's fees) which relates to any action brought by a third party alleging infringement of a U.S. or foreign patent as a result of the activities of DIVERSA under this Agreement, except to the extent that such alleged infringement is the direct result of an activity of MYCOGEN. MYCOGEN will at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless DIVERSA and its directors, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expense (including legal expenses and reasonable attorney's fees) which relates to any action brought by a third party alleging infringement of a U.S. or foreign patent as a result of the activities of MYCOGEN under this Agreement, except to the extent that such alleged infringement is the direct result of an activity of DIVERSA.

Patent Infringement Indemnification. The Company shall indemnify, defend, and hold harmless UCSD, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation that the Company's work under this Agreement constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. UCSD shall inform the Company as soon as practicable of the suit or action alleging such infringement. The Company shall not settle such suit or action without the consent of UCSD. UCSD retains the right to participate in the defense against any such suit or action.

Patent Infringement Indemnification. INHIBITEX shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless SYSTEM, Rice University, their regents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expense (including legal expenses and reasonable attorney's fees) which relates to any action brought by a third party alleging infringement of a domestic or foreign patent as a result of the activities of INHIBITEX or sublicensee(s) under this Agreement.

Patent Infringement Indemnification. Thermwood shall indemnify Distributor and hold Distributor harmless from any loss incurred as a result of any suit brought against Distributor for infringement of any U.S. patent as a result of the sale by Distributor of Products, on the conditions that: a) Distributor promptly notifies Thermwood of any claim of infringement asserted against Distributor, b) Distributor fully cooperates with and assists Thermwood in any defense undertaken by Thermwood in response to such claim, including any litigation 4 in which such claim is asserted, and any settlement thereof. Thermwood shall not be liable for any patent infringement or claim thereof based upon use of the Product in combination with other equipment not supplied by Thermwood or based upon use of the Product in other than those uses recommended by Thermwood.

Patent Infringement Indemnification. (a) Owner shall hold harmless, indemnify, and defend Shipyard and Shipyard Indemnities from, for, and against all claims, demands, actions, suits, liabilities, damages, costs, and expenses, including attorney fees, arising out of or in connection with any claims for alleged infringement of any patents or intellectual property or proprietary rights of any person arising out of the design or construction of the Vessel or any component thereof based on the plans, specifications, material or equipment provided by Owner. (b) Shipyard shall hold harmless, indemnify and defend Owner and Owner Indemnities from, for and against all claims, demands, actions, suits, liabilities, damages, costs, and expenses, including attorney fees, arising out of or in connection with any claims for alleged infringement of any patents or intellectual property or proprietary rights of any person arising out of the design or construction of any component of the Vessel constructed by Shipyard based upon plans and specifications provided by Shipyard. In the event that Owner shall be enjoined by a court of competent jurisdiction because of such patent infringement from using the Vessel for its intended purpose, at its option, Shipyard may either: (a) procure for Owner a license to continue using the infringing component, (b) modify the component so as to make it noninfringing without seriously impairing its performance, or (c) replace the component with noninfringing equipment substantially equal in performance. (c) Defense of any claim, action or suit shall be by counsel approved by the party entitled to defense under this Section. Such party shall have the right, at its own expense, to retain separate counsel to participate in, or monitor the proceedings with respect to, any such claim, action, or suit for which a defense is provided by the other party pursuant to this Section.

Patent Infringement Indemnification. INHIBITEX shall at all times require sublicensees, during the term of this Agreement and thereafter, to indemnify, defend and hold harmless BRI, their regents, officers, employees, and affiliates, against any claim, proceeding, demand, liability, or expense (including legal expenses and reasonable attorney's fees) which relates to any action brought by a third party alleging infringement of a domestic or foreign patent as a result of the activities of sublicensee(s) under this Agreement; provided that the party to be indemnified gives INHIBITEX prompt notice of any claim, and provides INHIBITEX or its designee the sole right to defend and/or settle the same.

Patent Infringement Indemnification. 13.01 SUPPLIER and MANUFACTURER, jointly and severally, shall indemnify, defend and hold Wyeth harmless and accept all legal and financial responsibility for any liability, damage, loss, cost or expense arising out of any patent infringement claims against Wyeth in respect of the manufacture, sale or use of the PRODUCT. Wyeth shall promptly notify SUPPLIER and MANUFACTURER, in writing, of said claims and at MANUFACTURER’s and SUPPLIER’s cost, permit MANUFACTURER’s and SUPPLIER’s attorneys to handle and control such claims or suits. Wyeth may participate in any such action at its own expense. 13.02 The Patent Infringement Indemnification terms set forth in Article 13 shall survive the termination of this Agreement until the expiration of the Relevant Statute Of Limitations