Third Party Patents Sample Clauses
The Third Party Patents clause addresses the handling of intellectual property rights owned by entities other than the contracting parties, specifically focusing on patents. It typically outlines the responsibilities of each party if a third party claims that the use, manufacture, or sale of products or services under the agreement infringes on their patent rights. For example, the clause may require one party to defend against such claims or indemnify the other party for any resulting losses. Its core function is to allocate the risk of patent infringement claims from third parties, ensuring that both parties understand their obligations and liabilities in the event of such disputes.
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Third Party Patents. If during the term of this Agreement either Party receives any notice, claim or proceedings from any Third Party alleging infringement of that Third Party’s intellectual property by reason of either Party’s activities under this Agreement, then:
(a) the notified Party shall forthwith inform the other Party of the notice, claim or proceeding;
(b) if the alleged infringement is due in particular to Licensed Compound (i.e., but for Licensed Compound, as opposed to a different adjuvant compound, there would be no infringement), then 3M shall have the right , but shall not be obliged to, at its own cost and expense, defend such claim or other proceeding in accordance with the following:
(i) 3M shall have sole conduct of the claim and any proceedings including any counterclaim for invalidity or unenforceability or any declaratory judgment action and including the right to settle provided always that 3M shall not settle any claim which prejudices any right or interest of CELLDEX other than with the prior written consent of CELLDEX. If 3M elects to unilaterally control the conduct of such claim or proceeding, 3M shall pay its counsel and other litigation fees and pay the full cost of damages awarded in favor of the patentee for past infringement but shall have no other duty or liability to CELLDEX. CELLDEX shall provide reasonable assistance to 3M in relation to such proceedings provided 3M shall reimburse CELLDEX for its reasonable out-of-pocket expenses in providing any such requested assistance, but not any other expenses if, for example, CELLDEX elects to be separately represented (which shall be at CELLDEX’s discretion), in which case such separate representation shall be at CELLDEX’s cost and expense;
(ii) if 3M succeeds in any such proceedings whether at trial or by way of settlement, it shall be entitled to retain any part of an award of costs and damages made in such proceedings or settlement sum paid that is necessary to recover its costs and the balance shall then be shared between the Parties in proportion to the loss suffered by each Party in consequence of such proceedings.
(c) If 3M elects not to unilaterally control the conduct of such claim or proceeding, or if the alleged infringement is not due to Licensed Compound, then CELLDEX shall be fully responsible for defending conducting such claim or proceeding at its sole cost and expenses and shall indemnify and hold harmless 3M for any damages or liability resulting from such litigation. 3M shall pr...
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...
Third Party Patents. In the event Licensee is sued for patent infringement or, threatened with such suit, it shall promptly notify MSK. In any such action, Licensee shall be fully responsible for all its costs, including expenses, judgments and settlements (but subject to Section 5.1(b)).
Third Party Patents. If any Third Party claims that a patent it owns or controls claims any aspect of a Licensed Product or its manufacture, use or sale, the Party with notice of such claim shall notify the other Party promptly, and the Parties shall as soon as practicable thereafter discuss in good faith regarding the best response.
Third Party Patents. Except as disclosed in writing between the Parties, VERTEX is not aware of any issued patents or pending patent applications that, if issued, would be infringed by the development, manufacture, use, import, offer to sell or sale of any Compound, Bulk Drug Substance or Drug Product in the Territory pursuant to this Agreement.
Third Party Patents. In the event LICENSEE is sued for patent infringement or, threatened with such suit, it shall promptly notify MSK. If LICENSEE is permanently enjoined from exercising its license rights granted hereunder LICENSEE may terminate this Agreement upon thirty (30) days prior written notice to MSK. In any such action, LICENSEE shall be fully responsible for all its costs, including expenses, judgments and settlements.
Third Party Patents. Borrower is aware of U.S. Patent No. 6,629,954, U.S. Patent No. 6,736,795, U.S. Patent 7,938,801 and U.S. Patent No. 5,858,001 and have obtained written non-infringement and/or invalidity opinions for each of these patents. VALT-011-101 US Fluid Delivery and Measurement Systems and Methods 60/250,538 60/250,408 60/250/295 60/250,927 60/250,422 60/250,413 60/250,403 60/250,409 30-Nov-00 24-Sep-01 10/006,526 30-Nov-01 granted US 6,939,324 B2 6-Sep-05 VALT-011-102 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 11/219,944 6-Sep-05 granted US 7,481,792 27-Jan-09 VALT-011-103 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 12/336,246 16-Dec-08 published VALT-011-104 US Fluid Delivery and Measurement Systems and Methods same as above 30-Nov-00 13/743,892 17-Jan-2013 published VALT-011-EP1 EP Fluid Delivery and Measurement Systems and Methods same as above & PCT/US01/46028 30-Nov-00 30-Nov-01 01988242.2 30-Nov-01 pending VALT- 011-EP2 EP Fluid Delivery and Measurement Systems and Methods same as above & PCT/US01/46028 30-Nov-00 30-Nov-01 12190927.9 30-Nov-01 published
Third Party Patents. If a patent or patents should issue to a Third Party in any country of the Territory during the term of this Agreement, which OMP believes, in its reasonable judgment, would be infringed by the use or sale of a Collaboration Compound in such country, and if OMP believes, in its reasonable judgment, that it would be impractical or impossible to commercialize a Collaboration Product containing such Collaboration Product without obtaining a royalty-bearing license from such Third Party under such patent or patents in said country, then OMP shall promptly notify ADDEX in writing to that effect with legal opinions. The Parties shall meet to discuss such opinions and appropriate actions to address such potential patent infringement. OMP will have the right to obtain a royalty-bearing license to such patent or patents being infringed by OMP, subject to ADDEX’s approval, which approval shall not be unreasonably withheld. OMP may deduct from the amount of royalties due ADDEX on Net Sales of Collaboration Product charged to infringe, an amount which is the lesser of [***] all sums actually paid by OMP to such Third Party or [***] of all royalty payments otherwise payable to ADDEX on the Net Sales of such Collaboration Product calculated using an average royalty rate. Such application and deduction shall not apply to such license obtained for any act of OMP using [***]. If ADDEX believes that there is no reasonably basis for believing that there is infringement of such Third Party patent or patents, ADDEX may request arbitration under Article 18 on said issue to avoid reduction of ADDEX’s royalty payments.
Third Party Patents. Investigators shall not knowingly infringe on third party patents. If reports include information regarding issues subject to third party patents such patents shall be mentioned in the report.
Third Party Patents. FibroGen shall have the sole right and authority to initiate and/or pursue at its sole expense any patent office proceeding, pre- or post-grant or issuance, including reissue, reexamination, limitation, or invalidation proceedings, or any opposition- or interference-type proceeding or challenge against any Third Party Patent that relates or that may potentially relate to the manufacture, use, or sale of a HIF Compound, a Product, or a Designated Product.