IP Liability definition
Examples of IP Liability in a sentence
Subject to the terms and conditions of this Agreement, effective as of the Separation Date, J&J shall, and shall cause the applicable members of its Group to, accept, assume and agree faithfully to perform, discharge and fulfill the J&J Common Infrastructure IP Liability Contribution to any Common Infrastructure IP Liabilities in accordance with their respective terms.
Each party shall bear all the fees, internal and external costs and expenses incurred by such party in connection with the conduct of such IP Dispute in connection with any IP Liability (including such party’s attorney’s and court fees) and such fees, costs and expenses shall not constitute IP Liabilities for the purposes of this Agreement.
Moreover, to the extent that a member of the IP RemainCo Group or the Product SpinCo Group, as applicable, is liable for any IP Liability or Product Liability, respectively, at the Effective Time, there shall be no need for such member to Assume such Liability in connection with the operation of Section 2.2(c).
As and when any such Transferred Intellectual Property, Transferred IP Liability, Common Infrastructure IP or Common Infrastructure IP Liability becomes transferable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable).
Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.07(b) shall be treated by the Parties for all purposes as if such Transferred Intellectual Property, Transferred IP Liability, Common Infrastructure IP or Common Infrastructure IP Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law.
The right of a Seller Party to assert a claim for recovery of an Excluded IP Liability shall survive for three (3) years from the Closing Date.
For the avoidance of doubt, Adolor shall not be responsible for any Losses arising out of or resulting from U.S. Product Liability or U.S. IP Liability in relation to Licensed Products for which it does not share the Net Profit/Net Loss unless such Loss is related to a Third Party Claim under Section 12.2(a), (b) or (d).
Notwithstanding the foregoing, none of the limitations set forth in this Section 8.3(b)(i) shall apply to fraud, intentional misrepresentation or willful misconduct, and in no event shall Sellers' aggregate liability for all or any portion of the Contingent IP Liability exceed $485,000.
In the case of any U.S. Product Liability or U.S. IP Liability, Pfizer shall be the Indemnifying Party solely for purposes of determining which Party has the right to control the defense of such Third Party Claim pursuant to Section 12.4 and Adolor shall have the rights, to which an Indemnified Party is entitled, to participate in the defense of such Third Party Claim pursuant to Section 12.4.
Each of Adolor and Pfizer shall be responsible for U.S. IP Liability in proportion to such Party’s share of the Net Profit/Net Loss.