Additional Patents. Following the date hereof, if the Company shall obtain rights to any new patents or otherwise acquires or becomes entitled to the benefit of, or apply for registration of, any of the foregoing, the Company (i) shall promptly notify the Lender thereof and (ii) hereby authorizes the Lender to modify, amend, or supplement Exhibit A and from time to time to include any of the foregoing and make all necessary or appropriate filings with respect thereto.
Additional Patents. Seller hereby represents and warrants to Purchaser that the only patents, reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, provisionals, priority applications, and divisions of the Patents and patents and patent applications that claim priority to any of the foregoing and that are owned by Seller or its Affiliates are listed on Exhibit A, including any foreign counterparts thereof. In the event that Purchaser discovers, at any time, any patents, reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, provisionals and/or divisions of the Patents or patents and patent applications that claim priority to any of the foregoing, or any foreign counterparts thereof, or any application providing priority for the foregoing that are owned by Seller or its Affiliates (the “Additional Patents”), then the Additional Patents shall be sold, including by transferring, assigning and setting over, to Purchaser, all right, title and interest thereto, for no additional consideration, and the Additional Patents shall be deemed “Patents”, as applicable, under this Agreement, for all intents and purposes. In such event, the Parties shall sign an amended Exhibit A to add the Additional Patents thereto and in the event that Purchaser’s notification to Seller is subsequent to the Closing, then the Parties shall conduct a subsequent closing and the provisions of Section 5.1 shall apply to the sale, assignment transfer and setting over to Purchaser of the Additional Patents, mutatis mutandis.
Additional Patents. Consistent with clause (iii) of the definition of Patent Rights, if, during the term of this Agreement, ProCom One obtains the rights to any patents or patent applications, the claims of which cover any Improvements, such patents and patent applications shall be automatically, without any further action of the parties, be included in the licensed Patent Rights. ProCom One shall provide reasonably prompt notice to Somaxon of any prospective patentable rights and shall consult with Somaxon concerning ProCom One’s plans for the prosecution of the related patent rights. Furthermore, ProCom One shall provide Somaxon with a reasonable period of time to comment on any related patent application prior to the filing of such patent application and shall use Commercially Reasonable Efforts to accommodate any comments and other suggestions from Somaxon with respect to the patent application and patent prosecution strategy.
Additional Patents. At Licensee’s expense, Licensee shall have the right to apply for additional patents with the cooperation of the Licensor. Such patents shall be owned by the Licensor; provided that Licensor licenses them to Licensee in accordance with the terms hereof.
Additional Patents. After the Effective Date of this Agreement, the parties may, by mutual agreement, amend Exhibit 1 to add additional patents related to the Compound (“Additional Patents”). Upon the written amendment of Exhibit 1, such Additional Patents shall be prosecuted and maintained in accordance with the provisions of this Section 8.1.
Additional Patents. If, after the Closing Date, the Company determines that it requires a license for products developed by the Company after the Closing Date under a Patent owned by the Siemens Group, if any, (other than the SieStorage Dual Use Patents, the Licensed Siemens IP, and the Third List for Dual Use IP, if any) in order to conduct any Non-Exclusive Activities, the Company will identify that Patent and the Company’s intended use in writing to the Siemens SI DS FG Head. Upon such notification, the Parties will negotiate in good faith the terms and conditions of a separate license agreement governing the Company’s use of the identified Patent and any associated royalties and other consideration to be paid to Siemens by the Company in connection with that license agreement.
Additional Patents. The Parties acknowledge that as of the Effective Date, ITI has an exclusive license under the Patents set forth on Exhibit C-2 and that such Patents are not included in the ITI Patents. ITI covenants that during the Term, ITI shall not grant any Third Party a license under such Patents to research, Develop, make, have made, use, sell, offer for sale, import and otherwise Manufacture or Commercialize Compounds and Products in the Field in the Territory. If Takeda determines that a license under any of such Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Additional Patents. In the event that SubLicensee identifies in writing to SubLicensor any patents, licensable by SubLicensor, which are necessarily infringed by SubLicensee's exercise of the licenses granted in Sections 2.1 and 2.2, and SubLicensor, after a good faith analysis, agrees with SubLicensee's position, then upon SubLicensor's written notification, Schedule A shall be automatically amended to include such additional patents without further consideration payable by SubLicensee. SubLicensor agrees to exercise any rights it may have pursuant to Section 2.6 of the Master Licence Agreement to the extent necessary to allow it to comply with the provisions of this Section 2.3. In the event that SubLicensor shall determine for any reason that such infringement will not occur as to a licensable SubLicensor patent, SubLicensor shall thereafter be estopped from making any claims of infringement against SubLicensee, its Subsidiaries or its customers as to such SubLicensor patent for any exercise by SubLicensee of its rights under Section 2.1 and 2.2.
Additional Patents. Hadasit further confirms its ownership rights and any other rights, title and interest in and to the Additional Patents have been or will be assigned, conveyed and transferred to OraMed exclusively immediately upon OraMed's requests and that Hadasit has no and will have no claims whatsoever regarding these Additional Patents.
Additional Patents. (a) The Purchaser shall within ten (10) years following the Closing Date, notify BSC in writing of any patent issued, or patent application filed, prior to the Closing Date owned by or licensed to BSC or the Sellers as of the Closing Date that: (x) is neither included in the Business Intellectual Property, nor licensed to the Purchaser pursuant to the Seller IP License Agreement; and (y) the Purchaser determines may be infringed by the import, use, manufacture, offer to sell or sale of (“Covers”) a Transferred Product (which, as used in this Section 5.26, has the meaning assigned to it in the Technology Transfer Agreement), as such Transferred Product exists in, or is used or made by, the Business as conducted by BSC or the Sellers as of the Closing Date. The rights in any such patent or patent issuing from such application, as between the Parties, shall be assessed as follows:
(i) if any claim of such patent Covers a Transferred Product, or method of using or making a Transferred Product, as such Transferred Product exists in, or is used or made by, the Business as conducted by BSC or the Sellers as of the Closing Date, and does not also Cover another commercialized or development phase device, or the using or making of such a device, of BSC or any of its Affiliates existing on or before the Closing Date, then BSC and the Purchaser shall promptly execute (1) an assignment transferring ownership of or the license to such patent to the Purchaser, and (2) an amendment to the Purchaser IP License Agreement adding such patent as a Licensed Patent or Third Party Licensed Patent thereunder, as applicable, which assignment and amendment will be effective as of the Closing Date;
(ii) if any claim of such patent Covers a Transferred Product, or method of using or making a Transferred Product, as such Transferred Product exists in, or is used or made by, the Business as conducted by BSC or the Sellers of the Closing Date, and also Covers another commercialized or development phase device, or the using or making of such a device, of BSC or any of its Affiliates existing on or before the Closing Date, then such patent will be added to Schedule A or C of the Seller IP License Agreement, as applicable, and BSC and the Purchaser shall promptly execute an amendment to the Seller IP License Agreement, which amendment will be effective as of the Closing Date; and
(iii) if no claim of such patent Covers a Transferred Product, or method of using or making a Transferred Produc...
