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First Prosecution Right Sample Clauses

First Prosecution RightEach Party (“First Right Party”) shall have the first right, but not the obligation (subject to Section 8.4(g)(iii)), to file, prosecute and maintain Its Joint Patents in Sutro’s name. “Second Right Party” means the Party other than the First Right Party. The First Right Party shall bear all costs and expenses of filing, prosecuting and maintaining Its Joint Patents and shall (i) use independent patent counsel reasonably acceptable to the Second Right Party, (ii) keep the Second Right Party informed of the status of the filing and prosecution of Its Joint Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in a timely manner, (iii) give the Second Right Party a reasonable opportunity to comment on all patent prosecution strategy and decisions regarding Its Joint Patents, and (iv) take into consideration the advice and recommendations of the Second Right Party; provided, however that the Second Right Party does so promptly and consistent with any applicable filing deadlines; and provided further, that in the event the First Right Party disagrees with the Second Right Party’s comments and recommended actions, the First Right Party will have final decision-making authority with respect to the subject matter of such disagreement, provided further that the First Right Party shall not expressly abandon any of Its Joint Patents without the Second Right Party’s prior written consent. If the First Right Party intends to allow any of Its Joint Patents to lapse or become abandoned in the United States, France, Germany, Italy, Spain, the United Kingdom, China or Japan, or to not file an application for any of Its Joint Patents in each of these countries, it will notify and consult with the Second Right Party with respect to such decision or intention at least [*] prior to the date upon which the subject matter of such Patent Right will become unpatentable or such Patent Right will lapse or become abandoned (or such other reasonable time under the circumstances if the First Right Party became aware of such matters with less than [*] remaining prior to such deadline), and, if after such consultation between the Parties, the First Right Party still intends not to prosecute and maintain such Patent Right, the Second Right Party shall have the right (but not the obligation) to assume the prosecution and maintenance of such Patent Right in its name.

Related to First Prosecution Right

  • Registration Rights of Third Parties Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

  • Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

  • Termination of Registration Rights No Holder shall be entitled to exercise any right provided for in this Section 1 after five (5) years following the consummation of the Initial Offering or, as to any Holder, such earlier time at which all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Act.

  • 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.

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

  • Trustee’s Good Faith Action, Expert Advice, No Bond or Surety The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Additional Indemnification Rights Nonexclusivity the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.