Third Party Infringement and Defense Clause Samples

The Third Party Infringement and Defense clause outlines the responsibilities and procedures if a third party claims that the use of a product or service under the agreement infringes on their intellectual property rights. Typically, this clause requires one party to notify the other promptly of any such claims and may obligate the provider to defend against the claim and cover any resulting damages or settlements. Its core function is to allocate risk and clarify how infringement disputes will be managed, protecting both parties from unexpected legal liabilities related to third-party intellectual property.
Third Party Infringement and Defense. The Parties will conduct the enforcement and defense of the applicable Patent Rights in accordance with this Section 12.3 (Third Party Infringement and Defense).
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Third Party Infringement and Defense. (a) Each Party will promptly report in writing to the other Party any Competitive Infringement of which such Party (or any of its Affiliates or Sublicensees) becomes aware, and will provide the other Party with all available evidence of such Competitive Infringement in such Party’s control. (i) As between the Parties, BeiGene will have the first right (but not the obligation), at BeiGene’s sole discretion through counsel of its choosing that is reasonably acceptable to Ambrx, to seek to ▇▇▇▇▇ any Competitive Infringement by enforcing any BeiGene Patents, Compound IP Patents or Joint Collaboration Patents. If BeiGene does not take steps to ▇▇▇▇▇ such Competitive Infringement, within [***] ([***]) [***] after receipt of written notice of such Competitive Infringement (or such shorter period of time as is required to comply with the provisions of Section 9.5(c) or the time periods set forth under any other Applicable Law in the United States or any other country in the Territory to not waive any statutory rights), then BeiGene will provide Ambrx with notice of such decision and in any event, Ambrx will have the rights set forth in Section 9.5(e) with respect to enforcing any Ambrx Patents, Compound IP Patents or Joint Collaboration Patents. BeiGene will pay all Patent Costs incurred by BeiGene for such enforcement. (ii) Ambrx will have the first right (but not the obligation), at Ambrx’s sole discretion through counsel of its choosing that is reasonably acceptable to BeiGene, to seek to ▇▇▇▇▇ any Competitive Infringement by enforcing any Ambrx Patents. If Ambrx does not take steps to ▇▇▇▇▇ such Competitive Infringement, within [***] ([***]) [***] after receipt of written notice of such Competitive Infringement (or such shorter period of time as is required to comply with the provisions of Section 9.5(c) or the time periods set forth under any other Applicable Law in the United States or any other country in the Territory to not waive any statutory rights), then Ambrx will provide BeiGene with notice of such decision and in any event, BeiGene will have the rights set forth in Section 9.5(e) with respect to enforcing any Ambrx Patents. Ambrx will pay all Patent Costs incurred by Ambrx for such enforcement. (b) Notwithstanding anything herein to the contrary, if either Party (or any of their Related Parties) receives a copy of a Biosimilar Application naming a Compound or Product as a reference product or otherwise becomes aware that such a Biosimilar Applicatio...
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Third Party Infringement and Defense 
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Related to Third Party Infringement and Defense

  • Third Party Infringement 10.1 Spotlight will give prompt written notice to IURTC of any known or suspected infringement of the Patent Rights after which Spotlight at its sole expense may attempt to ▇▇▇▇▇ any infringement of the Patent Rights in the Field and the Territory. Upon receipt of IURTC’s written consent, such consent not to be unreasonably withheld, Spotlight may initiate and prosecute actions in IURTC’s name against third parties for infringement and/or unfair trade practices through outside counsel of its choice which is reasonably acceptable to IURTC. Spotlight will consult with IURTC prior to and in conjunction with all significant issues regarding such action including without limitation settlement thereof, will keep IURTC informed of all proceedings, and will provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Spotlight in prosecuting any such actions and will be compensated by Spotlight, including without limitation for its reasonable out-of-pocket expenses, which IURTC will only be required to expend if Spotlight has approved same for reimbursement. Absent IURTC’s and BWH’s prior written consent, Spotlight will not settle or compromise any claim or action in a manner that grants rights or concessions to a third party to the Patent Rights or a Licensed Product or admits the fault of or creates any obligation on IURTC, IU, BWH, or any Inventor. 10.2 Any damages paid (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney fees) will first be applied to reimbursement of Spotlight’s reasonable costs, expenses, and legal fees, including without limitation amounts Spotlight has reimbursed or must reimburse to IURTC. The remaining balance of such damages will be distributed [***]. 10.3 If Spotlight fails or declines to take any action under Paragraph 10.1 within a reasonable time after learning of third party infringement or unfair trade practices, IURTC will have the right, but not the obligation, to take appropriate actions against any such third party at its sole expense and to retain all recovered damages. In such instances, Spotlight will cooperate as requested by IURTC, including without limitation joining in an action and will be reimbursed by IURTC for its reasonable and documented out-of-pocket expenses, which Spotlight will only be required to expend if IURTC has approved same for reimbursement.