Applications and Patents Sample Clauses
Applications and Patents. 3.1 Cornell represents that Cornell and LICENSEE jointly hold title to all Applications and Patents.
3.2 Cornell agrees to use reasonable efforts to file and prosecute Applications and maintain Patents. At any time during the term of this Agreement, LICENSEE may elect in writing to be released from its license in any of the Patents or Applications, in which event LICENSEE shall thereafter have no obligation to reimburse Cornell for any future expenses relating to such Patents or Applications, and Cornell shall have the option at its sole discretion and expense to file, prosecute, maintain and license to a third party such Patents or Applications.
3.3 LICENSEE shall reimburse Cornell for all out-of-pocket expenses for preparation, filing, prosecution and maintenance of Applications and Patents except for those Applications and Patents for which it has waived its rights, in writing, as described in Section 3.2. Such reimbursable expenses shall include those incurred prior to Effective Date. Such expenses shall be paid to Cornell by LICENSEE within [**] days of receipt of an invoice therefore unless Cornell has otherwise agreed, in writing. Such invoice shall specify the date the expense was incurred, the purpose of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense), and the Applications or Patents to which the expense relates. Late payments shall be subject to a [**] percent ([**]%) per annum interest charge, or the highest rate allowed by New York State Law.
3.4 Cornell shall have final authority over selection of patent attorneys and all decisions concerning filing and prosecution of Applications and maintenance of Patents. However, Cornell shall keep LICENSEE reasonably informed of its filing, prosecution and maintenance activities and shall give LICENSEE the opportunity to comment on major decisions concerning such activities.
3.5 LICENSEE shall not at any time, directly or indirectly, oppose the grant of, nor dispute the validity or enforceability of, nor cooperate in any suit, claim, counterclaim or defense against any patent or claim included in the Patents.
Applications and Patents. 3.1 FOUNDATION shall hold title to all Applications and Patents.
3.2 FOUNDATION agrees to use reasonable efforts to file and prosecute Applications and maintain Patents. At any time during the term of this Agreement, LICENSEE may elect in writing to be released from its license in any of the Patents or Applications, in which event LICENSEE shall thereafter have no obligation to reimburse FOUNDATION for any future expenses relating to such Patents or Applications, and FOUNDATION shall have the option at its sole discretion and expense to file, prosecute, maintain and license to a third party such Patents or Applications.
3.3 […***…] for preparation, filing, prosecution and maintenance of Applications and Patents except for those Applications and Patents for which it has waived its rights, in writing, as described in Section 3.2. Such reimbursable expenses […***…]. Such expenses shall be paid to FOUNDATION by LICENSEE within thirty (30) days of receipt of an invoice therefore unless FOUNDATION has otherwise agreed, in writing. LICENSEE shall […***…] by LICENSEE for reimbursable expenses under this agreement.
Applications and Patents. 4.1. Pre-Agreement Patent Filings and Licensed Product Sales. Company has reviewed the Licensed Patents and has no basis to challenge or dispute the inventorship, validity, or enforceability of any of the claims made in the Licensed Patents in existence as of the Effective Date. Company further represents that, as of the Effective Date, it has not and does not manufacture, have manufactured, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of (a) any product or good that infringes (including under the doctrine of equivalents) a claim in any Licensed Patent, or (b) any product or good that is made using a process or machine that infringes (including under the doctrine of equivalents) a claim in a Licensed Patent.
Applications and Patents. 4.1 Patent Application filings during the Term of this Agreement.
4.1.1 The University, in consultation with the Licensee, shall determine in which countries patent application(s) will be filed and prosecuted with respect to the Licensed Technology. The University, in consultation with the Licensee, shall retain counsel to file and prosecute such Patent Applications. The University shall inform the Licensee of the status of the prosecution of the Patent Application, including delivering to the Licensee pertinent notices, documents and written and oral communications with governmental officials. The Licensee shall cooperate with the University, and the University shall consult with the Licensee, in the filing and prosecution of all Patent Applications with respect to the Licensed Technology. In furtherance of the foregoing, the Licensee shall notify the University, in writing, of the individual whom the Licensee has designated as the Contact Person, with whom the University will consult as provided in this subsection. The first Contact Person shall be the person identified in section 13 of the Key Details. The Contact Person shall respond to the University’s request for consultation and cooperation on a pending matter within [***] or sooner as may be required under the circumstances. If the Contact Person fails to respond in such time period, the University, exercising its own judgment and discretion, in good faith, may respond to the matter as it deems appropriate. Except as provided in subsection 4.1.2 of these Terms and Conditions, the Licensee shall reimburse the University for all Patent-Related Expenses as provided in section 6.3 of these Terms and Conditions and in section 6 of the Key Details.
4.1.2 The grant of the license and the definition of Territory shall not extend to or include any country in which the Licensee elects, in writing to the University, not to pay or reimburse, in whole or in part, the Patent-Related Expenses.
4.1.3 No provision of this Agreement limits, conditions, or otherwise affects the University’s right to file or otherwise prosecute a Patent Application with respect to the Licensed Technology in any country, but will at all times consult with the Licensee as to which geographical locations the Licensee wishes to seek patent protection. In no event shall the Licensee file a patent application with respect to the Licensed Technology. The Licensee shall cooperate with the University in the filing and prosecution of all patent...
Applications and Patents. 3.1 FOUNDATION shall hold title to all Applications and Patents.
3.2 FOUNDATION agrees to use reasonable efforts to file and prosecute Applications and maintain Patents. At any time during the term of this Agreement, LICENSEE may elect in writing to be released from its license in any of the Patents or Applications, in which event LICENSEE shall thereafter have no obligation to reimburse FOUNDATION for any future expenses relating to such Patents or Applications, and FOUNDATION shall have the option at its sole discretion and expense to file, prosecute, maintain and license to a third party such Patents or Applications.
3.3 [***] for preparation, filing, prosecution and maintenance of Applications and Patents except for those Applications and Patents for which it has waived its rights, in writing, as described in Section 3.2. Such reimbursable expenses [***]. Such expenses shall be paid to FOUNDATION by LICENSEE within thirty (30) days of receipt of an invoice therefore unless FOUNDATION has otherwise agreed, in writing. LICENSEE shall [***] by LICENSEE for reimbursable expenses under this agreement.
3.4 FOUNDATION shall have final authority over selection of patent attorneys and all decisions concerning filing and prosecution of Applications and maintenance of Patents. However, FOUNDATION shall keep LICENSEE informed of its filing, prosecution and maintenance activities, such information to include without limitation copies of all documents related to the filing, prosecution and maintenance of Applications and Patents, and shall give LICENSEE the option to actively participate, including the right to co-counsel, in making major decisions concerning such activities.
Applications and Patents. 4.1 The Company shall diligently pursue the prosecution of all Licensed Patent Applications to issuance of the resulting patents, and shall not abandon, withdraw or discontinue prosecution of any Patent Application without first consulting with and obtaining the University's prior written consent, which consent shall not be unreasonably withheld, if the parties agree that the issuance of a patent from such application is unlikely or is no longer to the benefit of the patent prosecution strategy for the Licensed Technology. Fourth Amendment to Exclusive Patent License Agreement
4.2 If the Company intends not to pursue the prosecution or maintenance of a Licensed Patent or Patent Application in a particular country, or to take any other action with respect to a Licensed Patent or Patent Application in a particular country that is useful or necessary to establish or preserve rights with respect to the Licensed Products, the Company shall so notify the University in writing and in good time to enable the University to meet any deadlines by which an action must be taken to establish or preserve any such rights. Upon receipt of any such notice, the University shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Licensed Patent or Patent Application at its expense in such country. If the University elects to pursue such filing or registration, as the case may be, or continue such support, then the University shall notify the Company of such election and the Company shall, and shall cause its agents and Affiliates to, cooperate with the University in this regard.
4.3 At the University's request, the Company will provide a schedule listing all applicable filing deadlines and estimate of associated costs necessary to maintain the Licensed Patents and Patent Applications in a particular country to the University in writing.
Applications and Patents. 3.1 FOUNDATION shall hold title to all Applications and Patents and IRCM shall hold title to some Applications and Patents.
Applications and Patents. 4.1. Patent Application Filings during the Term of this Agreement.
Applications and Patents. Section 4 of the Terms and Conditions is hereby deleted in its entirety and replaced with the following:
Applications and Patents. 4.1. The Company shall pay, or reimburse the University for paying, all reasonable and necessary costs (including attorneys’ and application fees) incurred prior to, on, or after the Effective Date to apply for, prosecute, and maintain each Licensed Patent and Patent Application unless otherwise provided in attached Exhibit A. Within thirty (30) days of its receipt of the University's invoice for reimbursable expenses, the Company shall deliver to the University payment in the amount of such invoice. Such invoice shall specify the date on which the expense was incurred and the purpose of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense); provided, however, the University shall have no obligation to disclose to the Company any information that is protected by the University's attorney-client privilege.