Third- party IP claims Clause Samples

Third- party IP claims. For the purposes of this Section 7.5, “Third Party IP Claim” shall mean, with regard to any given Patent Right or Product:

Third- party IP claims. In relation to Claims of the kind referred to in clause 34.1(c), the parties agree that the Supplier’s liability under the indemnity under that sub-clause is reduced to the extent that Loss arising under that indemnity is caused or contributed to by: (a) the Customer’s combination, operation or use of a Deliverable or Service with any other product, equipment, software or document of the Customer or a third party, except where: (i) such combination, operation or use is authorised under this Agreement; (ii) the Supplier supplied the Deliverable or Service on the basis that it can be combined, operated or used with the Customer's or the relevant third party's products; or (iii) such combination, operation or use should have been reasonably anticipated by the Supplier having regard to the nature and purpose of the Deliverable or Service; (b) the Customer’s unauthorised modification of a Deliverable without the knowledge of the Supplier, except where such modification was contemplated in the Order Documents or reasonably anticipated having regard to the nature and purpose of the Deliverable; or (c) in relation to Licensed Software: (i) the Supplier following the Customer’s written technical directions in relation to the coding and configuration of the Licensed Software, to the extent that verifying or validating such directions is not within the scope of the Supplier’s Activities; or (ii) the Customer’s continued use of old versions of the Licensed Software after the Supplier has notified the Customer in writing of the relevant infringement and provided the Customer (at no additional cost) a remedial software version, patch or correction, or a replacement part or other correction, that would have overcome the relevant infringement without affecting the performance or availability of the Licensed Software.

Third- party IP claims. In the event of (i) a holding in any action or proceeding enjoining Aegerion or any of its Affiliates or Sublicensees from manufacturing, using, selling, offering for sale, importing, developing or commercializing any Licensed Compounds or Licensed Products, or holding Aegerion or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Aegerion or any such party, Bayer shall refund to Aegerion royalties paid with respect to all Licensed Products affected by such action or proceeding, from the time such action or proceeding is first brought, sufficient to reimburse Aegerion and all such entities for [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all damages and costs and expenses paid or incurred by any of them with respect to such action or proceeding attributable to infringement or misappropriation of any Third Party’s patent or other intellectual property rights, provided that in no event shall Bayer be required to refund more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of any such royalties paid by Aegerion, and provided further, in the event that such refund is not sufficient to compensate for such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses, Aegerion shall be entitled to reduce royalties payable to Bayer by up to [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) hereunder in each subsequent calendar quarter until such time as Aegerion recovers in full such [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of all such damages and expenses.

Third- party IP claims. In the event of (a) either (i) a holding in any action or proceeding enjoining Selecta or any of its Affiliates or Sublicensees from Manufacturing, using, selling, offering for sale, importing, Developing or Commercializing any Licensed Compounds or Products, or holding Selecta or any such other entities liable for damages for any such activities, in each case such holding unappealable or unappealed within the time allowed for appeal, or (ii) a settlement of any action or proceeding requiring payment of damages by Selecta or any such party, and (b) such action or proceeding relates to a breach of 3SBio’s representations, warranties or covenants under this Agreement or any Supply Agreement, Selecta will be entitled to reduce royalties payable to 3SBio hereunder by up to [***] percent ([***]%) in each subsequent Calendar Quarter until such time as Selecta recovers in full such [***] percent ([***]%) of all such damages and expenses.

Third- party IP claims. 13.1 RSP shall indemnify and hold POWERCHIP, its employees and officers harmless against claims or actions brought against POWERCHIP and its employees and officers based on any actual or alleged infringement of any INTELLECTUAL PROPERTY RIGHTS owned by any third party by any PRODUCT manufactured for RSP by POWERCHIP pursuant to this AGREEMENT arising from POWERCHIP’s use of TECHNICAL INFORMATION except where such claims or actions are attributable to any unlawful acts of POWERCHIP’s employees or any change to TECHNICAL INFORMATION by POWERCHIP except for such change resulting from CHANGES authorized in writing by RSP pursuant to Section 9.4. 13.2 POWERCHIP shall indemnify and hold RSP, its employees and officers harmless against claims or actions brought against RSP and its employees and officers based on any actual or alleged infringement of any INTELLECTUAL PROPERTY RIGHTS owned by any third party by any PRODUCT manufactured for RSP by POWERCHIP pursuant to this AGREEMENT arising from POWERCHIP’s production method under this AGREEMENT except where such claims or actions are attributable to any unlawful acts of RSP’ employees or POWERCHIP’s compliance with RSP TECHNICAL INFORMATION provided by RSP or RSP’ other instruction. [*****] Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. 13.3 If a claim or a lawsuit from a third party against RSP and/or RSP’ customer alleging that PRODUCTS and/or RSP’ products which incorporate PRODUCTS infringe certain INTELLECTUAL PROPERTY RIGHTS occurs, RSP and POWERCHIP will together discuss and analyze on the INTELLECTUAL PROPERTY RIGHTS at issue and the products at issue. 13.4 Each indemnity obligation in Section 13.1 and 13.2 above is conditional upon and subject to the indemnified PARTY’S (1) immediately notifying the indemnifying PARTY in writing after it has become aware of such claims or actions of the details of such action before the indemnified PARTY’S initial response to such third party, (2) giving the indemnifying PARTY full authorization to defend or settle such claim or actions on behalf of the indemnified PARTY, and (3) giving the indemnifying PARTY full cooperation, assistance and convenience in such defense, settlement or negotiation, including, but not limited to the provision of all information available to the indemnified PARTY necessary for the indemnifying PARTY’S defense, provided that t...

Third- party IP claims. (a) This clause sets out your exclusive remedy against Kallipr with respect to any third party claim against you asserting that your use of the Software infringes a third party’s patent, copyright or registered trade mark (IP Claim). (b) ▇▇▇▇▇▇▇ will defend any IP Claim on your behalf and ▇▇▇▇▇▇▇ will indemnify you against the final judgment entered by a court of competent jurisdiction, provided that you: (i) promptly notify ▇▇▇▇▇▇▇ in writing of the IP Claim; (ii) fully cooperate with ▇▇▇▇▇▇▇ in the defence of the IP Claim; and (iii) grant Kallipr the right to exclusively control the defence and settlement of the IP Claim, and any subsequent appeal. Kallipr will have no obligation to reimburse you for legal fees or costs incurred prior to Kallipr’s receipt of notification of the IP Claim. You, at your own expense, may retain your own legal representation. (c) If an IP Claim is made and prevents your exercise of your rights under this ▇▇▇▇, ▇▇▇▇▇▇▇ will either procure for you the right to continue using the Software or replace or modify the Software with non-infringing software that has at least the equivalent functionality to the relevant Software. If Kallipr determines that these alternatives are not reasonably available, Kallipr may terminate your licence to the Software upon written notice to you and will refund you a prorated portion of the Price paid for the Software (or part thereof) for the remainder of the unexpired Term. (d) Kallipr has no obligation with respect to any IP Claim based on: (i) compliance with any designs, specifications, or requirements you provide or a third party provides on your behalf; (ii) your modification of any Software or modification by a third party on your behalf or for your benefit; (iii) your operation or use of Software, including combining them with non-Kallipr products, software or other business processes; (iv) your failure to modify or replace Software as required by Kallipr; or (v) any Software provided on a no charge, beta or evaluation basis, including without limitation under clause 3.4.

Third- party IP claims. ‌ In relation to Claims of the kind referred to in clause 34.1(c), the parties agree that the Supplier’s liability under the indemnity under that sub-clause is reduced to the extent that Loss arising under that indemnity is caused or contributed to by: (a) the Customer’s combination, operation or use of a Deliverable or Service with any other product, equipment, software or document of the Customer or a third party, except where: ( ) such combination, operation or use is authorised under this Agreement; (i) the Supplier supplied the Deliverable or Service on the basis that it can be combined, operated or used with the Customer's or the relevant third party's products; or (ii) such combination, operation or use should have been reasonably anticipated by the Supplier having regard to the nature and purpose of the Deliverable or Service; (b) the Customer’s unauthorised modification of a Deliverable without the knowledge of the Supplier, except where such modification was contemplated in the Order Documents or reasonably anticipated having regard to the nature and purpose of the Deliverable; or (c) in relation to Licensed Software:

Third- party IP claims. If a third party makes a claim against ACS for the violation of the third party's IPR relating to the ACS Partner's name, Listing, logo and/or other material provided by the ACS Partner, the ACS Partner shall fully indemnify and keep ACS indemnified against any losses, damages or claims of any nature and all costs resulting therefrom.

Third- party IP claims. (a) A Party that intends to claim indemnification under this clause 13 (the “Indemnitee”) shall as soon as reasonably practicable notify the other Party in writing of any Third Party IP Claim (including, if requested by the Indemnitor, a copy of any related complaint, summons, notice or other instrument, (save where to do so would result in a breach of any obligation of confidentiality or the loss of legal professional privilege)) for which such Indemnitee intends to base a request for indemnification under this clause 13; provided, that failure to give such notification shall not affect the indemnification except to the extent the Party giving the relevant indemnity (the “Indemnitor”) has been actually prejudiced as a result of such failure. (b) The Indemnitee shall keep the Indemnitor reasonably informed on the progress of the Third Party IP Claim and of any material developments in relation to the Third Party IP Claim. (c) The Indemnitee shall take reasonable account of the views of the Indemnitor before taking action in relation to the same. (d) The Indemnitee shall not admit liability in relation to, nor cease to defend, settle or compromise and Third Party IP Claim, without consulting the Indemnitor, it being noted that the Indemnitee shall not require the Indemnitor’s prior written consent to take any such action.