Infringement. Subject to Section 13.3, Medidata will defend Customer against any third party claim and will indemnify Customer from any resulting damage awards, settlement amounts and reasonable attorney’s fees in any cause of action to the extent such cause of action is based on a third party claim alleging that the Subscription Services, as provided by Medidata and used in accordance with the terms of this Agreement, infringe upon any Intellectual Property Rights of a third party. The foregoing infringement indemnity will not apply and Medidata will not be liable for any damages assessed in any cause of action to the extent such cause of action arises from a Customer Infringement Event or Medidata’s use of Customer Data as contemplated by this Agreement. If any Subscription Service is held or believed to infringe on any third party’s Intellectual Property Rights, Medidata may, in its sole discretion, # ​, # ​, or # if neither # nor # are practical, terminate the applicable Sales Order as to the infringing Service and return to Customer any unearned fees prepaid by Customer to Medidata.

If any item or process used by Provider to provide the Services and made available to the BFA Recipients becomes, or in Provider’s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Provider will use Commercially Reasonable Efforts to, in Provider’s sole discretion, take the following actions at no additional charge to such BFA Recipient as soon as reasonably practicable:

Licensee will have the first right (but not the obligation) in its discretion to enforce any Patent within the Relay Patents or Joint Collaboration Patents against any infringement in the Field, including without limitation Competitive Infringement (which may include settlement or otherwise seeking to secure the abatement of such infringement) by counsel of its choice, in its own name, including the right to control the defense of any challenges to any such Relay Patent or Joint Collaboration Patent as a counterclaim in such infringement proceeding as well as the defense of declaratory judgment actions. Relay shall reasonably cooperate with Licensee in any infringement action pursuant to this Section 12.9. If Licensee finds it necessary or desirable for Relay to join Licensee as a party to any such claim, suit, or proceeding with respect to any such infringement, the Parties will cooperate to execute all papers and perform such acts as will be reasonably required for Relay to join such claim, suit, or proceeding.

Infringement. Subject to the downstream agreement between Licensee and Plain Vanilla Research Limited Partnership and relating solely to the intellectual property licensed in that downstream agreement, Licensee shall notify Licensor in writing promptly but in any event no later than # days, upon learning of any suspected infringement, misappropriation, or other violation of the Licensed Property, including but not limited to imitation or counterfeiting of Licensed Products. Licensor thereupon shall at its sole discretion take such action as it deems advisable for the protection of its rights in and to the Licensed Property. Licensee agrees not to contact any suspected infringer, not to make any demands or claims, not to institute any suit nor take any other action on account of such infringements, misappropriations or other violations without first obtaining the prior express written consent of Licensor. Licensee shall provide reasonable assistance to Licensor in all respects, including, without limitation, by joining any one or more lawsuits in connection therewith as a party and by causing their officers to execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement of litigation and claims affecting the Licensed Property shall be entirely within the discretion of Licensor and under Licensor’s control. Unless otherwise agreed, all costs and expenses, including reasonable legal and investigative fees incurred in connection with any such actions which are so undertaken, shall be borne entirely by Licensor, and Licensor shall be solely entitled to any monetary recovery obtained. Nothing herein shall be construed as imposing a duty or obligation upon Licensor to take any action against any alleged infringer, nor to relieve Licensee from full compliance with any of the terms of this Agreement in the event that Licensor does not take any such action or is unsuccessful in its action against any alleged infringer.

Infringement. Landis+Gyr will have no liability pursuant to Section 12.1 of the Services Agreement or otherwise for any claim of infringement if such claim is attributable to the # misuse or unapproved modification of hardware or software by Customer, where but for such misuse or unapproved modification there would not have been any infringement # failure of Customer to use corrections or enhancements made available to Customer at no cost to Laclede or made available pursuant to a maintenance, development services or other agreement between Landis+Gyr and Customer, where but for such failure by Customer there would not have been any infringement, or # use of the hardware or software in combination with products, programs or data not or supplied or approved by Landis+Gyr, where but for such use there would not have been any infringement.

Infringement. Subject to the terms and conditions of this Agreement, including without limitation, the Exclusions to Indemnification Obligation ([Section 17(b)] below), Indemnification by Customer ([Section 17(c)] below), Conditions of Indemnification Obligation ([Section 17(e)] below), and Customer’s obligations to obtain rights to Third Party IP pursuant to Section 4 (Additional Rights), [[Illumina:Organization]] shall # defend, indemnify and hold harmless Customer and their respective officers, directors, representatives and employees (each a “Customer Indemnitee”), against any claim or action brought by a third party (who is not an Affiliate of Customer or an Affiliate of [[Illumina:Organization]]) as a result of the # Products when used for Research Use, and # [[Illumina:Organization]] Hardware, Software, TG Consumables, Replacement Non-TG Consumables and Temporary Consumables when used for Customer Use, in accordance with the terms and conditions of this Agreement, infringing the valid and enforceable Intellectual Property Rights of a third party (who is not an Affiliate of Customer or an Affiliate of [[Illumina:Organization]]) (“[[Illumina:Organization]] Infringement Claim”), and # pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such [[Illumina:Organization]] Infringement Claim. If the Products or any part thereof, become, or in [[Illumina:Organization]]’s opinion may become, the subject of an [[Illumina:Organization]] Infringement Claim against [[Illumina:Organization]] (including its Affiliates) or Customer, [[Illumina:Organization]] shall have the right, at its option, to # procure for Customer the right to continue using such Products, # modify or replace such Products with substantially equivalent noninfringing substitutes, or # require the return of such Products that are or may become the subject of an [[Illumina:Organization]] Infringement Claim and terminate the rights, license, and any other permissions given hereunder with respect thereto and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Product at the time of such required return; provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of [[Illumina:Organization]] for any infringement of third-party Intellectual Property Rights.

Infringement. Each Party shall give the other Party written notice of any actual or threatened infringement of any Licensed Patent by an unlicensed Third Party through the making, having made, using, selling, offering for sale or importing of any product that is within the scope of the license or rights granted to Bluebird under Sections 2.1.1 (a “Product Infringement”), within ​ after such Party has knowledge of such Product Infringement. Bluebird and SIRION shall thereafter consult and cooperate to determine a course of action, including the commencement of legal action by either or both Bluebird and SIRION, to terminate any such Product Infringement.

Infringement. Licensee shall promptly notify THL of any infringement or other misuse of the Trademarks that becomes known to it or the use by any person of any trademarks or trade names confusingly similar to the Trademarks that comes to its attention. THL shall take such action as it deems advisable, and Licensee shall assist in such action at THL’s expense, as THL reasonably may request. In no event, however, shall THL be required to take any action if it deems it inadvisable to do so, and Licensee shall have no right to take any action without the prior written consent of THL. Any approved action taken by Licensee shall be at Licensee’s cost. However, in the event of any infringement or other misuse of any of the Trademarks on items identical or similar to Licensed Products, THL shall take the measures it deems appropriate to protect the Trademarks and Licensee, at THL’s request, shall pay the reasonable costs incurred therefor.

the Specifications for each of the Products are its or its Affiliate's property and that Client may lawfully disclose the Specifications to [[Organization A:Organization]];

Infringement. Each Product, and any Supply thereof, and all Services shall not infringe or violate any Intellectual Property Rights or proprietary rights of any third party. Supplier has the right to grant all license and ownership rights granted to [[OUTSET:Organization]] under this Agreement.