Filing Party. Xxxxx X.
Filing Party. Xxxx. X. Xxxxxxx, Esq.; Xxxxx Xxxxxxx LLP; 000 0xx Xxxxxx XX, Xxxxx 000; Xxxxxxxxxx, XX 00000.
Filing Party. Xxxxxxx Xxxxxx; Blank
Filing Party. The Party owning the Invention shall be responsible for the preparation, filing, prosecution, and maintenance (the "Patent Management") of a Patent for such Invention(the "Filing Party"), subject to the provisions of Section 8.3. For jointly invented Inventions, the Parties will mutually decide who will be responsible for filing and will share all expenses.
Filing Party. Xxxx Xxxxx; Xxxxx X
Filing Party. (4) Date Filed: ........................................................... -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 2 INSTRON CORPORATION 100 Xxxxxx Xxxxxx Canton, Massachusetts 02021 July 21, 1999 Dear Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of Instron Corporation, a Massachusetts corporation ("Instron"), to be held on August 18, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Axxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Xx the Special Meeting, you will be asked to consider and vote upon an Agreement and Plan of Merger dated as of May 6, 1999 (the "Merger Agreement"), pursuant to which ISN Acquisition Corporation, a newly formed Massachusetts corporation, will be merged with and into Instron (the "Merger"). If the Merger Agreement is approved and the Merger is subsequently consummated, each outstanding share of Instron common stock held by the public stockholders of Instron will be canceled and converted automatically into the right to receive $22.00 in cash, without interest. ISN Acquisition Corporation was organized by Kirtland Capital Partners III L.P., a private investment partnership, for the purpose of acquiring all of the shares of Instron common stock held by the public stockholders of Instron. As a result of the Merger, Instron will become a privately held company owned by Kirtland Capital Partners III L.P., certain members of Instron's management and certain other stockholders of Instron. A Special Committee of the Board of Directors of Instron, consisting of three independent directors, was formed to consider and evaluate the Merger. The Special Committee has unanimously recommended to Instron's Board of Directors that the Merger Agreement be approved. In connection with its evaluation of the Merger, Instron's Board of Directors engaged The Beacon Group Capital Services, LLC ("The Beacon Group") to act as its financial advisor and to advise the Special Committee and the Board of Directors. The Beacon Group has rendered its opinion dated as of May 6, 1999 to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $22.00 per share was fair from a financial point of view to the public stockholders of Instron. The written opin...
Filing Party. Only one Party shall be responsible for the preparation, filing, prosecution, and maintenance (the "Patent Management") of a Patent (the "Filing Party"), subject to the provisions of Section 11.3.2. The Inventing Party shall be initially responsible for the Patent Management of any Patent Covering an Invention; provided however, that when the Research Management Committee designates the first Research Compound claimed within such Patent as a Development Compound and the Developing Party is not the Inventing Party, responsibility for the Patent Management of such Patent shall be transferred to the Developing Party. With respect to Joint Patents, the Research Management Committee shall initially allocate responsibility for Patent Management in accordance with the relative inventive contributions of the Parties, with Patent Management responsibility being transferred as described above if and when a compound Covered in the Joint Patent is designated as a Development Compound. Subject to Section 11.4, once Patent Management is transferred as described above, Patent Management shall remain the responsibility of the Developing Party, subject to Section 11.3.2, even if the other Party begins to develop a related compound Covered in the Patent. If a Party begins development of a Research Compound pursuant to Section 5.1.2 or 6.3.3 and such Party is not the Inventing Party, the Inventing Party shall transfer responsibility for Patent Management for such Patent to the Party developing such Research Compound; [ * ]. In the event of any disagreement concerning any Joint Patent, the matter shall be resolved in accordance with Section 17.2.
Filing Party. 25 11.3.2 Review Procedures........................................ 26 11.4 Reversion................................................ 26 11.5
Filing Party. Xxxxxx X. Xxxxx, Esq.; Xxxxxxx LLP; 000 Xxxxxxxxxxxxx Xxx. NW.; Washington, DC 20001.
