Licensor Cooperation Sample Clauses
The Licensor Cooperation clause requires the licensor to provide reasonable assistance and support to the licensee in relation to the licensed rights or products. This may include helping with regulatory filings, sharing technical information, or assisting in the defense or enforcement of intellectual property rights. By ensuring the licensor's active involvement when needed, this clause facilitates smooth operations and helps the licensee maximize the value of the license, while also addressing potential issues that may arise during the term of the agreement.
Licensor Cooperation. Licensor covenants and agrees that it shall use all commercially reasonable efforts, including making any required payments, to file or obtain all authorizations, consents, orders, or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any governmental authority necessary for the consummation of the transactions contemplated by this Agreement.
Licensor Cooperation. LICENSOR shall promptly cooperate with the reasonable requests of LICENSEE in providing any information required by the Authorities to enable LICENSEE to receive all required state, city, and county licenses required to operate Gaming Machines.
Licensor Cooperation. Licensor shall reasonably cooperate with Licensee, at Licensee’s expense, in connection with any such enforcement action, including joining as a necessary party if required by law.
Licensor Cooperation. 6 5.2 Licensee Marketing and Sales Activities......................6 5.3 Data Sharing.................................................6 5.4
Licensor Cooperation. During the Term, Licensor shall, and shall cause its Affiliates and its and their subcontractors, at its own costs and expenses, to respond, fully cooperate (or enter into a service contract if necessary) with Licensee in a timely manner to provide reasonable technical assistance, information, materials, and cooperations as reasonably requested by Licensee to facilitate the Licensee’s Development of Licensed Products in the Territory.
Licensor Cooperation. (a) Each Licensor shall make reasonable commercial efforts to cooperate fully with NewCo to effectuate an orderly transition of the prosecution and maintenance relating to the Licensed Patents and to cooperate fully with NewCo in the preparation, filing, prosecution, maintenance and, as applicable, enforcement of all Licensed Patents. Cooperation includes, without limitation, (i) promptly executing all papers and instruments or requiring employees of such Licensor to execute papers and instruments as reasonably appropriate to enable NewCo to file, prosecute, maintain and enforce Licensed Patents in any jurisdiction; (ii) making available to NewCo (or to NewCo’s authorized attorneys, agents or representatives), such Licensor’s employees, agents or consultants to the extent necessary or appropriate to enable NewCo to file, prosecute and maintain patent applications and resulting patents with respect to Licensed Patents owned or licensed by a Licensor and for reasonable periods of time sufficient for NewCo to obtain the assistance it needs from such personnel; and (iii) promptly informing NewCo of matters that may affect the preparation, filing, prosecution, future validity, or maintenance of Licensed Patents (such as becoming aware of material prior art or references thereto or of an additional inventor who is not listed as an inventor in a patent application).
(b) If NewCo requests travel by a Licensor (or its employees, agents or consultants) in connection with the preceding or, after the one-year anniversary of the Effective Date, directly requests in writing substantial legal advice from a Licensor’s outside legal counsel for which the Licensor is charged or from a Licensor’s in-house counsel (excluding any charges relating to file transfer, execution of papers and instruments and similar costs), NewCo will reimburse the Licensor for its out-of-pocket direct costs incurred for such travel or legal fees (or in the case of in-house counsel, the charge allocated to Licensor’s applicable business division for such in-house counsel’s time so incurred, in accordance with such Licensor’s standard past practices), provided Licensor first obtains NewCo approval of the estimated cost thereof. In order to allow NewCo to efficiently and economically prepare, file, prosecute, maintain and, as applicable, enforce the Licensed Patents, the Licensors shall not challenge the validity, enforceability or scope of the Licensed Patents through any means, including, without l...