Initial Right Sample Clauses

Initial Right. VBI shall have the first right to prepare, file, register, prosecute and maintain all VBI Patents in the Licensed Territory and shall bear the costs associated therewith. VBI shall retain patent counsel suitable to coordinate and direct the filing and prosecution of VBI Patents both in and outside of the Licensed Territory and shall keep Brii Bio fully informed of progress with regard to the preparation, filing, prosecution, and maintenance of the VBI Patents in the Licensed Territory. Specifically, VBI shall: (A) provide Brii Bio with a draft of any filing of a patent application at least ten (10) days prior to filing and VBI shall consider in good faith any comments or revisions suggested by Brii Bio or its counsel; (B) consult with Brii Bio regarding filing strategy and Regions where VBI Patents should be filed and maintained; (C) promptly provide Brii Bio with a copy of each patent application as filed, together with a notice of its filing date and application number; (D) provide periodic status reports to Brii Bio regarding the status of each patent application or patent in each VBI Patent family in the Licensed Territory; (E) provide Brii Bio with a copy of any examiner’s report that raise substantive patentability issues and consult with Brii Bio regarding responding to the same and shall consider in good faith any comments, strategies, and the like proposed by Brii Bio; and (F) promptly notify Brii Bio of the issuance of a VBI Patent in the Licensed Territory.
Sample 1
AutoNDA by SimpleDocs
Initial Right. As between the Parties, (a) Ikaria shall have the initial right, but not the obligation, to file, prosecute, and maintain all R&D Patent Rights in the Territory, at Pulse Technologies’ expenses to the extent set forth in Section 5 and otherwise at Ikaria’s expense, and (b) Pulse Technologies shall have the initial right, but not the obligation, to file, prosecute, and maintain the Grant-Back Patent Rights in the Territory, at Pulse Technologies’ expense.
Sample 1Sample 2
Initial Right. As between the Parties, BH shall have the initial right to file, prosecute and maintain the BH Patent Rights Covering the manufacture, use, offer for sale, sale or importation of a Licensed Product in the Territory, with counsel reasonably acceptable to RSVC, at BH’s expense, and RSVC shall have the sole and exclusive right to file, prosecute and maintain the Joint Patent Rights and RSVC Patent Rights in the Territory at RSVC’s expense.
Sample 1Sample 2
Initial Right. Licensee shall have the initial right to file, prosecute and maintain the Licensor Core Patent Rights in the Territory, at Licensee’s expense, as follows: (A) Prior to or concurrently with the execution hereof, Licensor shall provide Licensee with copies of all patent applications and other material submissions and correspondence with any patent counsel or patent authorities pertaining to Licensor Core Patent Rights. (B) Licensee shall provide Licensor, sufficiently in advance for Licensor to comment, with copies of all proposed patent applications and other material submissions and correspondence with any patent counsel or patent authorities pertaining to Licensor Core Patent Rights. (C) Licensee shall give due consideration to Licensor’s comments, but Licensee shall have the final say in determining whether or not to incorporate such comments.
Sample 1
Initial Right. Subject to the provisions of section 1.2 hereof Diamante has the right but not the obligation to contribute up to US$1,000,000 in cash to Mineracao on or before June 30, 2017 for up to a 17.6% equity interest in Mineracao (the “Initial Interest”), it being acknowledged that such monies are to be applied to the exploration of the Claims and it being further acknowledged that the Initial Interest is in addition to the 2.4% Interest, such that, if the Initial Interest acquired is 17.6%, Diamante would then hold a 20% Interest in Mineracao.
Sample 1
Initial Right. As between the Parties, Novartis shall have the sole right to file, prosecute and maintain any Patent Rights included in the Research Collaboration IP and the Joint Patent Rights, and the initial right to file, prosecute and maintain any Product Patent Rights (other than the [*] Patent Rights) that are solely directed to an Atonal Vector and/or its use in the Field (the “GenVec Atonal Vector Patent Rights”), at Novartis’ expense. GenVec shall have the initial right to file, prosecute and maintain any Production Patent Rights at GenVec’s expense.
Sample 1
Initial Right. As between the Parties, Novartis shall have the first right, but not the obligation, to protect the GenVec Patent Rights from any actual or suspected infringement or misappropriation. In any legal action so brought by Novartis, GenVec shall at Novartis’ request join in such action as a party at Novartis’ expense in the event that an adverse party asserts, the court rules or other Laws provide, or Novartis determines in good faith, that a court would lack jurisdiction based on GenVec’s absence as a party in such suit; but control of such action shall remain with Novartis. At Novartis’ request and expense, GenVec shall provide reasonable assistance to Novartis in connection with such action. Any recoveries resulting from such an action shall be first applied against payment of Novartis’ costs and expenses in connection therewith. Any remainder shall be treated as Net Sales and any applicable royalty thereon paid to GenVec.
Sample 1
AutoNDA by SimpleDocs

Related to Initial Right

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Preferential Rights SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential Right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset. (i) All Assets burdened by Preferential Rights for which (A) the applicable Preferential Right has been waived, or (B) the period to exercise such Preferential Right has expired prior to the Closing without the applicable holder of such Preferential Right electing to enforce its Preferential Right, shall, in each case, be assigned to Buyer at the Closing pursuant to the provisions of this Agreement. (ii) If, prior to the Closing (A) any holder of a Preferential Right notifies SM Energy that it intends to consummate the purchase of the portion of the Assets to which its Preferential Right applies or (B) the time for exercising a Preferential Right has not expired and the holder of such Preferential Right has not waived such Preferential Right, then, in each case, such portion of the Assets affected by such Preferential Right shall be excluded from the Assets to be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Allocated Value of such excluded portion of the Assets. SM Energy shall be entitled to all proceeds paid by a Person exercising a Preferential Right prior to the Closing. If, after Closing (1) such holder of such Preferential Right thereafter fails to consummate the purchase of the portion of the Assets covered by such Preferential Right or (2) the time for exercising such Preferential Right expires without exercise by the holder thereof, then SM Energy shall (x) so notify Buyer and (y) on or before 10 days following delivery of such notice, assign such portion of the Assets to Buyer pursuant to an assignment in substantially the form of the Assignment and the Purchase Price shall be increased by an amount equal to the Allocated Value of the such portion of the Assets.

  • Managerial Rights Subject to the provisions of this Agreement, the Board, through its administrative staff, shall be free to exercise all of its managerial rights and authority to the extent permitted by law.

  • Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

  • Appeal Rights Any dispute concerning the occurrence or amount of the overpayment will be resolved through the grievance procedure in Article 31 Grievance Procedure of this Agreement.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Individual Rights Nothing contained herein shall be construed as limiting the right of any employee having a complaint to discuss the matter through administrative channels and to have the problem adjusted without the intervention of the Association, as long as the Association is notified in writing of the disposition of the matter and such disposition is not inconsistent with the terms of this Agreement.

  • No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.

  • Additional Rights Our rights under this clause shall be in addition to, and not in limitation or exclusion of, any other rights which we may have (whether by agreement, operation of law or otherwise).

  • Reservation of Managerial Rights The foregoing enumeration of rights and duties shall not be deemed to exclude other inherent management rights and management functions not expressly reserved herein, and all management rights and management functions not expressly delegated in this Agreement are reserved to the School District.

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