Assignment of Prosecution Rights Sample Clauses

Assignment of Prosecution Rights. In the event one party (the "Owning Party") does not exercise its prosecution right according to Sections 12.5(b) or (c), as the case may be, to prevent or eliminate the infringement within sixty (60) days of receipt of notice of the infringement or threatened infringement thereof, the other party (the "Other Party") may, at its option, give notice to the Owning Party that unless the Owning Party undertakes such action the Other Party will commence an action to terminate such infringement. If the Owning Party fails to take such action within thirty (30) days of such notice then the Other Party will have the right, but not the obligation, to take such action as it deems appropriate against any infringer at its own cost. The Owning Party shall provide reasonable assistance to the Other Party in any suit for infringement brought by such Other Party against a third party, and shall have the right to consult with the such Other Party and to participate in and be represented by outside counsel in such litigation at its own expense. For purposes of this Section 12.5(d), reasonable assistance shall mean the Owning Party providing the Other Party reasonable access to information, materials and personnel which such Other Party reasonably determines is necessary to enable the Other Party's conduct of the suit. The Other Party shall periodically reimburse the Owning Party for its out-of-pocket costs (excluding Owning Party's costs of retaining outside counsel) incurred in cooperating with the Other Party. The Other Party shall incur no liability to the Owning Party as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the patent rights or trademarks invalid or unenforceable. In the event that the Other Party recovers any sums in such litigation by way of damages or in settlement thereof, the Other Party shall have the right to retain all such sums to offset its costs, losses and expenses.
Sample 1
AutoNDA by SimpleDocs
Assignment of Prosecution Rights. Subject to Section 7.3 and 7.4 hereof, each Licensor shall, and if necessary shall use reasonable commercial efforts to cause any Third-Party Licensor (and UMass, as applicable) to, execute a power of attorney for the prosecution and maintenance of the Licensed Patents, assign to NewCo (in written form reasonably acceptable to NewCo) all its rights to prosecute and maintain the Licensed Patents in all jurisdiction(s), and otherwise perform all acts and make all filings necessary to permit NewCo and its designees to, effective as of the end of the Transition Period, prosecute, maintain and enforce each such patent or application in all jurisdiction(s) and transact all matters connected therewith, including by way of example but not limitation, controlling prosecution and resolving all interference, re-examination, re-issue, and opposition proceedings relating thereto. Such acts shall include changing the address of the patent attorney of record with the appropriate patent authorities and, as may be necessary on an interim or extended basis, appointing NewCo as a Licensor’s delegatee or agent for the purpose of continuing to exercise such Licensor’s prosecution, maintenance and enforcement rights under any of the Third-Party License Agreements and appointing NewCo’s patent counsel as associate attorneys of record. The foregoing assignment of rights shall include all rights to apply for, file, register, prosecute, maintain, extend or renew the Licensed Patents in all jurisdictions and to settle or otherwise terminate any interference proceedings, re-examinations, oppositions, or other challenges to the validity, enforceability or scope of any Licensed Patent, and the right to bring actions for past, present or future infringement of or otherwise enforce any of the Licensed Patents in accordance with Section 7.11 hereof, and, subject to the terms and conditions of the applicable Third Party License Agreement regarding reimbursement of a Third-Party Licensor’s costs and expenses or sharing of recovery with a Third-Party Licensor, to settle and retain the proceeds of such actions. Each Licensor shall execute and deliver such additional documents and perform such additional acts as are necessary, to establish, perfect, enforce, evidence or otherwise protect NewCo’s rights under this Section 7.8. The Licensor obligations in this Section 7.8 shall apply to Exeter only to the extent that Exeter has or acquires the relevant prosecution, maintenance and enforcement ri...
Sample 1

Related to Assignment of Prosecution Rights

  • Assignment of Patents Executive shall disclose fully to the Company any and all discoveries he shall make and any and all ideas, concepts or inventions he shall conceive or make that are related or applicable to the Business of the Company or of any of its Subsidiaries or to any other products, services, or technology in medicine or the health sciences in which the Company shall during the Employment Period undertake, or actively and in good faith consider, research or commercial involvement; provided, however, that either (a) such discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the Employment Period or (b) such discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the period of six (6) months after his employment terminates and are in whole or in part the result of his work with the Company. Such disclosure is to be made promptly after each such discovery or conception, and each such discovery, idea, concept or invention will become and remain the property of the Company, whether or not patent applications are filed thereon. Upon the request and at the expense of the Company, the Executive shall (i) make application through the patent solicitors of the Company for letters patent of the United States and any and all other countries at the discretion of the Company on such discoveries, ideas and inventions, and (ii) assign all such applications to the Company, or at its order, without additional payment by the Company except as otherwise agreed by the Company and the Executive. The Executive shall give the Company, its attorneys and solicitors, reasonable assistance in preparing and prosecuting such applications and, on request of the Company, execute such papers and do such things as shall be reasonably necessary to protect the rights of the Company and vest in it or its assigns the discoveries, ideas or inventions, applications and letters patent herein contemplated. Said cooperation shall also include such actions as are reasonably necessary to aid the Company in the defense of its rights in the event of litigation. This Section 18 shall not apply to any invention for which no equipment, supplies, facilities, or trade secret information of the Company or its Subsidiaries was used, and which was developed entirely on the Executive’s own time, unless (i) the invention relates directly to the Business of the Company or of any of its Subsidiaries or to the actual or demonstrably anticipated research or development of the Company or of any of its Subsidiaries, or (ii) the invention results from any work performed by the Executive for the Company.

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Assignment of Other Rights In addition to the foregoing assignment of Inventions to the Company, Employee hereby irrevocably transfers and assigns to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property rights in any Inventions; and (ii) any and all “Moral Rights” (as defined below) that Employee may have in or with respect to any Inventions. Employee also hereby forever waives and agrees never to assert any and all Moral Rights Employee may have in or with respect to any Inventions, even after termination of Employee’s work on behalf of the Company. “Moral Rights” mean any rights to claim authorship of any Inventions, to object to or prevent the modification of any Inventions, or to withdraw from circulation or control the publication or distribution of any Inventions, and any similar right, existing under applicable judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

  • Assignment of Agreements Each applicable Borrower shall have executed and delivered to Lender the Assignments of Agreements, and the Assignments of Agreements shall, to the extent prudent pursuant to local practice, have been irrevocably delivered to an authorized title agent for the Title Insurer for such recordation in the appropriate filing offices in the jurisdiction in which the applicable Individual Property is located.

  • Assignment of Antitrust Rights Upon the request of the State of Minnesota, Contractor will irrevocably assign to State any state or federal antitrust claim or cause of action that the Contractor now has or which may accrue to the Contractor in the future, in connection with any goods, services, or combination provided by Contractor under the terms of this Contract.

  • ASSIGNMENT OF THE REGISTRATION RIGHTS The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of in excess of fifty (50%) percent or more of the Registrable Securities (or all or any portion of any Debenture of the Company which is convertible into such securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or the payments set forth in Section 2(c) hereof.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!