Certain Patent Matters. To its knowledge, the Grantor does not lack any material rights or licenses to use the Patents or to make, have made, use, sell, or offer for sale the claimed subject matter of the Patents. To the knowledge of the Grantor, there are no facts which would form a basis for a finding that any of the claims of the Patents is unpatentable, unenforceable or invalid. To the knowledge of the Grantor, there are no pending U.S. or foreign patent applications which, if issued, would limit or prohibit the ability of the Grantor or the Collateral Agent to make, have made, use, sell, or offer for sale the claimed subject matter of the Patents.
Certain Patent Matters. With regard to [*] set forth in [*] including any matters derived from or related thereto (collectively the [*]), Affymax shall keep [*], and shall [*] where practicable and to the extent consistent with Affymax's [*]; provided, however, that Affymax [*] [*] that would [*] in Hematide, the Peptide, [*] and the Product. Notwithstanding anything to the contrary in this Agreement, Affymax shall be [*] of the [*] at [*], and the [*] associated with the [*] with respect to the Development and Commercialization of the Product in the Licensed Territory hereunder shall be [*] in accordance with [*]; provided, that any [*] Affymax [*] shall [*], and [*], shall be [*].
Certain Patent Matters. With regard to [*] set forth in [*] (collectively the [*]), Affymax shall keep [*], and shall [*], to the extent consistent with Affymax's [*].
Certain Patent Matters. To ensure that the ---------------------- manufacturing processes and the technology developed under this Agreement shall not infringe the rights (including any patent or other proprietary rights) of any third parties, Cheminor and Schein shall jointly investigate such matters with regard to each Finished Dosage Form Product and Cheminor Bulk Substance in each jurisdiction included in the Schein Market or the Cheminor Market, as the case may be, with respect to that Finished Dosage Form Product and Cheminor Bulk Substance, and shall keep each other informed of all Finished Dosage Form Product and Cheminor Bulk Substance and process characteristics relevant to any infringement analysis. A patent evaluation of a Finished Dosage Form Product and/or Cheminor Bulk Substance to be used in the manufacture of a Finished Dosage Form Product shall be conducted and completed prior to the start of definitive biostudies (or the equivalent) for such Finished Dosage Form Product. Cheminor and Schein shall monitor the relevant patents for each Finished Dosage Form Product and Cheminor Bulk Substance in each jurisdiction that is the subject of this Agreement and shall promptly notify each other of any events, developments or any other information or knowledge that comes into its possession or to which it has access which may have any potential for claim of infringement of any such patent by virtue of the transactions contemplated hereby. In connection with any patent evaluation contemplated by this Section 5.3, Cheminor shall provide Schein with a description of its manufacturing process for each Cheminor Bulk Substance and each Cheminor Dosage Form Product and Schein shall provide Cheminor with a description of its manufacturing process for each Schein Dosage Form Product. Reasonably promptly after completion of any patent evaluation of a Finished Dosage Form Product or Cheminor Bulk Substance and in no event later than the start of definitive biostudies for a Finished Dosage Form Product, Schein and Cheminor will inform each other whether the results of the evaluation are satisfactory to each of them, and either party shall have the right to terminate the Schein Distribution Right or the Cheminor Distribution Right, as applicable, with respect to that Finished Dosage Form Product (and including, if any, Cheminor Bulk Substance used in such Product) without penalty, if in its discretion, it determines that the results are not satisfactory.
Certain Patent Matters. The Company represents that certain of its intellectual property is licensed to it by the University of Florida Research Foundation (the "UFRF"). The Company agrees to comply with its royalty and other contractual obligations to UFRF in order to maintain its rights to the intellectual property licensed by UFRF, in each case to the extent it is commercially reasonable for the Company to do so.
Certain Patent Matters. 9.1 Progenics shall have the right but not the obligation to maintain and prosecute at its expense, patent rights constituting Progenics Intellectual Property Rights. If Progenics decides not to pursue patent protection at any time for any Progenics Intellectual Property Rights subject to this agreement in any country, it shall give reasonable notice to Roche to this effect and Roche shall have the right but not the obligation at its expense to prosecute and maintain such patent protection with respect to such Progenics Intellectual Property Rights in such country. In such case, Roche shall have the right to apply royalty reduction to Progenics as to out-of-pocket expenses reasonably incurred by Roche in maintaining and prosecuting such patents in such countries.
Certain Patent Matters. Sensormatic shall not assert the Pinned Wall Patent Rights against Knewco or any of its Affiliates of which it owns a majority of the voting power, or customers, with respect to the manufacture, sale or use of SuperStrip material in the Knewco Territory for use in the Knewco Territory. The foregoing agreement shall not apply to any successor or assign of Knewco, or any licensee or sublicensee of Knewco (other than for the purpose of having SuperStrip made for Knewco or an Affiliate referred to in the preceding sentence for sale and use in accordance with the limitations applicable to Knewco under this Agreement and the Divestiture Agreement), and shall terminate and become void in the event of a Change of Control of Knewco.
Certain Patent Matters. The Company represents that certain of its intellectual property is licensed to it by the University of Florida Research Foundation (the "UFRF"). The Company hereby agrees to increase its level of review and participation in the prosecution of the patent rights licensed to it by the UFRF, and to take any and all actions necessary to insure that the patent rights of UFRF licensed to the Company are properly protected and licensable to the Company in a manner consistent with, and in furtherance of, its contractual rights and obligations with UFRF. In addition, the Company agrees to comply with its royalty and other contractual obligations to UFRF in order to maintain its rights to the intellectual property licensed by UFRF, in each case to the extent it is commercially reasonable for the Company to do so.
