Certain Patents Sample Clauses

Certain Patents. 33 ARTICLE VIII INDEMNIFICATION.................................................................. 33
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Certain Patents. Immediately following the Closing, Purchaser shall grant to Pfizer or its designated Affiliate a non-exclusive, perpetual, royalty-free, worldwide license to use the Patents set forth as item 2 on Schedule 2.1(a)(i), it being understood that Pfizer or such Affiliate shall not use such Patents in connection with any oral contraceptive products.
Sample 1
Certain Patents. If Xxxxxx-Xxxx, in its sole discretion, decides that it no longer desires to prosecute or maintain any patent or application within the Research Patents or the Patents and Applications, Xxxxxx-Xxxx shall so notify Xxxxxxxxxxx. Xxxxxxxxxxx shall then have the right to assume prosecution and maintenance of such specific patent or application. Xxxxxx-Xxxx shall, upon Xxxxxxxxxxx'x request, take all actions and execute all documents and instruments reasonably necessary to transfer such right to prosecute and maintain, on Xxxxxx-Xxxx'x behalf, such specific patents and applications to Xxxxxxxxxxx. For any such patent application for which Xxxxxxxxxxx has undertaken under this subsection (b) to continue prosecution efforts, Xxxxxxxxxxx shall provide to Xxxxxx-Xxxx copies of all documents, correspondence and materials reasonably relating to the prosecution by Xxxxxxxxxxx of such patent applications in sufficient time to allow Xxxxxx-Xxxx to review such materials and comment thereon. Xxxxxxxxxxx shall reasonably consider and accommodate any recommendations provided by Xxxxxx-Xxxx regarding patent filing and/or prosecution of such patent applications. In addition, if Xxxxxx-Xxxx has a reasonable justification for any changes to such prosecution based on Xxxxxx-Xxxx'x own patent prosecution and enforcement strategy, then Xxxxxxxxxxx will modify or change any such prosecution efforts as requested by Xxxxxx-Xxxx, including without limitation deleting or amending particular claims in such applications and/or modifying any arguments made in communications with relevant patent authorities. For clarity, it is understood and agreed that the foregoing right in this subsection (b) of Xxxxxxxxxxx to undertake to continue the prosecution and maintenance, on Xxxxxx-Xxxx'x behalf, of specific patents and patent applications does not affect the licenses granted to Xxxxxx-Xxxx under this Agreement.
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Certain Patents. 28 SECTION 7.8 Payment...........................................................................29
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Certain Patents. The Company and others are parties to the action (the "Patent-Related Litigation") to be identified as item 1 in Section 7.7 of the Disclosure Statement relating to that certain United States Patent identified therein (the "Subject Patents"). Notwithstanding anything herein to the contrary, the following provisions shall be applicable with respect to the Patent-Related Litigation from and after the Closing Date:
Sample 1
Certain Patents. 107- ARTICLE XV GUARANTIES . . . . . . . . . . . . . . . . . . . . . . . . -107- 15.1 GUARANTY OF SELLERS' PARENT . . . . . . . . . . . . . -107- 15.2 GUARANTY OF PURCHASERS' PARENT . . . . . . . . . . . -108- EXHIBITS Exhibit A-1 Form of Assignment and Assumption Agreement (U.S.) Exhibit A-2 Form of Assignment and Assumption Agreement (Canada) Exhibit B Information Services Support Principles Exhibit C-1 Form of Shared Facilities Agreement (U.S.) Exhibit C-2 Form of Shared Facilities Agreement (Canada) Exhibit D Form of Temporary Trademark Agreement Exhibit E-1 Form of Transition Services Agreement (U.S.) Exhibit E-2 Form of Transition Services Agreement (Canada) Exhibit E-3 Form of Warehouse Services Agreement Exhibit F-1 Form of Xxxx of Sale (U.S.) Exhibit F-2 Form of Xxxx of Sale (Canada) Exhibit G-1 Form of Opinion of Counsel for U.S. Seller Exhibit G-2 Form of Opinion of Counsel for Canadian Seller Exhibit H-1 Form of Opinion of Counsel for U.S. Purchaser Exhibit H-2 Form of Opinion of Counsel for Canadian Purchaser Exhibit 3.2(a) Example of Net Working Capital Calculation -v- ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is made as of the 22nd day of February, 1999, by and among ORC ACQUISITION CORP., a Delaware corporation ("U.S. PURCHASER"), 3026186 Nova Scotia Company, a Nova Scotia company ("CANADIAN PURCHASER")(each of U.S. Purchaser and Canadian Purchaser a "PURCHASER" and collectively, the "PURCHASERS"), Ameritech Corporation, a Delaware corporation ("PURCHASERS' PARENT"), Anixter Inc., a Delaware corporation ("U.S. SELLER"), Anixter Canada Inc., a Canadian corporation ("CANADIAN SELLER") (each of U.S. Seller and Canadian Seller a "SELLER" and collectively, the "SELLERS"), and Anixter International Inc., a Delaware corporation ("SELLERS' PARENT"). Certain capitalized terms used herein are defined in Article I.
Sample 1
Certain Patents. If Sellers obtain a license that (i) is reasonably satisfactory to Purchasers and (ii) grants to Purchasers and their Affiliates a royalty-free, fully paid right and license to use, in connection with the Business as operated by Purchasers after the Closing, all patents and patent applications (1) the subject matter of which have been used or held for use in connection with the Business by Sellers and (2) that have been issued or filed in the name of Xxxxxx Xxxxxxxx and that the Lemelson Medical, Education & Research Foundation Limited Partnership or any other Person claims an ownership interest in, Purchasers shall pay to U.S. Seller $175,000, PROVIDED, that such license is granted and in effect prior to the earlier of (x) the date that is six months after the Closing Date and (y) the date that is 20 days after the date that U.S. Purchaser notifies U.S. Seller that (A) a Person claiming an ownership interest in any such patents or patent applications has contacted a Purchaser or any of its Affiliates concerning the licensing or use by a Purchaser or any of its Affiliates of any such patents or patent applications in which such Person claims an ownership interest and (B) such Purchaser or one of its Affiliates has decided to commence negotiations with such Person regarding such matter. After the earlier to occur of (x) and (y) in the immediately preceding sentence, if a Purchaser or any of its Affiliates shall (i) obtain a license to use any such patents or patent applications in connection with the Business as operated by Purchasers after the Closing or (ii) incur any Loss relating to or arising out of or in connection with the use of any such patents or patent applications by a Purchaser or any of its Affiliates in connection with the Business as operated by Purchasers after Closing, Sellers shall, upon notice from a Purchaser, pay to such Purchaser 80% of the cost to obtain such license or such Loss, up to a maximum amount of $400,000 payable by Sellers.
Sample 1
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Related to Certain Patents

  • Prosecution of Patent Applications At its own expense, each Assignor shall diligently prosecute all material applications for (i) United States Patents listed in Annex F hereto and (ii) Copyrights listed on Annex G hereto, in each case for such Assignor and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies (other than applications deemed by such Assignor to be no longer prudent to pursue), absent written consent of the Collateral Agent.

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Prosecution of Patents (a) The Licensor shall be solely responsible for preparing, prosecuting and maintaining the BENTLEY Patents.

  • Enforcement of Patent Rights Kite, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written consent of the other party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.

  • Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.

  • Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.

  • Other Patents and Copyrights 10 5.7. Remedies........................................................10 ARTICLE VI

  • Enforcement of Patents As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

  • Filing of Patent Applications Each Party will make timely decisions regarding the filing of Patent Applications on the CRADA Subject Inventions made solely by its employee(s), and will notify the other Party in advance of filing. Collaborator will have the first opportunity to file a Patent Application on joint CRADA Subject Inventions and will notify PHS of its decision within sixty (60) days of an Invention being reported or at least thirty (30) days before any patent filing deadline, whichever occurs sooner. If Collaborator fails to notify PHS of its decision within that time period or notifies PHS of its decision not to file a Patent Application, then PHS has the right to file a Patent Application on the joint CRADA Subject Invention. Neither Party will be obligated to file a Patent Application. Collaborator will place the following statement in any Patent Application it files on a CRADA Subject Invention: “This invention was created in the performance of a Cooperative Research and Development Agreement with the National Institutes of Health, an Agency of the Department of Health and Human Services. The Government of the United States has certain rights in this invention.” If either Party files a Patent Application on a joint CRADA Subject Invention, then the filing Party will include a statement within the Patent Application that clearly identifies the Parties and states that the joint CRADA Subject Invention was made under this CRADA.

  • Patent Rights The term “

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