No Infringement. To Poseida’s Knowledge, the conception, development and reduction to practice of the Licensed IP have not constituted or involved the infringement or misappropriation of Patent Rights, Know-How or similar rights or property of any Person.

has not received any written notice from the Licensee or its Affiliates to the effect that # the Licensee believes or # any other Person has asserted,

No Infringement. In [[Adimab:Organization]]’s reasonable judgment, the practice of the [[Adimab:Organization]] Platform Technology, as practiced by [[Adimab:Organization]] as of the Effective Date, does not infringe a valid, issued Patent owned by a Third Party of which [[Adimab:Organization]] has knowledge.

No Infringement. The operation of the business of the Company as it has been conducted since the inception of the Company, and as currently conducted by the Company, has not and does not Infringe any Intellectual Property Rights of any Person. The Company has not received written notice from any Person claiming that such operation or any act, any Company Product, any Technology used by the Company or any Company Intellectual Property Infringes any Intellectual Property Rights of any Person (nor does the Company have Knowledge of any threat thereof). No Company Product, Company Intellectual Property or Licensed Intellectual Property is subject to any proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the use, provision, transfer, assignment or licensing thereof by the Company or may affect the validity, registrability, use or enforceability of such Company Product, Company Intellectual Property or Licensed Intellectual Property.

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.

No Infringement. No claim or action has been brought or threatened by any Third Party alleging that the use of the Licensed Technology, or the Development, Manufacture, or Commercialization of the Product (whether by Lytix prior to the Effective Date or as anticipated hereunder), infringes or misappropriates, or would infringe or misappropriate, any published or issued Patent or other intellectual property right of any Third Party, and no facts or circumstances exist, to Lytix’s knowledge, that would reasonably be expected to give rise to any such claims. To Lytix’s knowledge, the Development, Manufacture, and Commercialization of the Product can be carried out in a manner anticipated hereunder without infringing any Third Party’s published or issued Patent or other intellectual property rights;

No Infringement. to INCY’s knowledge as of the Effective Date, there is no infringement or misappropriation of any of INCY IP in the Field in the Zai Lab Territory or use of any of the INCY IP in derogation of the rights granted to Zai Lab in this Agreement;

No Infringement. To Enanta’s Knowledge, no Third Party is infringing, or threatening to infringe, the Licensed Patent Rights.

No Infringement. Neither Bluebird nor any of its Affiliates has received any notice of any claim that any Patent, Know-How or other intellectual property Controlled by a Third Party would be infringed or misappropriated by the production, use, research, Development, Manufacture or Commercialization of the Elected Candidate or Licensed Product pursuant to this CCPS Agreement, and, to the Knowledge of Bluebird, there are no Patents, Know-How or other intellectual property owned by a Third Party and not included in the Bluebird Licensed IP or Bluebird In-Licensed IP that are necessary for the production, use, research, Development, Manufacture or Commercialization of Elected Candidate or Licensed Product.

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.