Obtain and maintain the Patents Sample Clauses

Obtain and maintain the Patents. 8.2.1 On and from the Effective Date Orchard shall be responsible for the Patent Costs incurred with respect to patent prosecution activities undertaken with effect from the Effective Date in respect of the Joint Patent or the UCLB Patents (the “Licensed Patents”). 8.2.2 Orchard shall, in UCLA’s and UCLB’s name, have exclusive control, discretion and right as to how to prosecute through to grant and how to maintain and defend each of the Licensed Patents, subject to the remaining provisions of this Clause 8. Notwithstanding the foregoing, Orchard shall, where it is commercially reasonable and valuable to do so (having regard to the monopoly and protection afforded by the applicable Patents with respect to the Gene Therapy Products to be sold or marketed in such territory) take commercially reasonable steps to pursue prosecution and grant of the Joint Patent and UCLB Patents in at least in the Minimum Territories. Orchard shall not take into account any change in the Royalty rate for any Gene Therapy Product that may result from the grant of a Patent in its assessment of whether it is commercially reasonable and valuable to pursue prosecution and grant of the Joint Patent and UCLB Patents. 8.2.3 Orchard will obtain the prior written approval of UCLB (and UCLA in the case of the Joint Patent) (such approval not to be unreasonably delayed or withheld taking into account the advice received from the patent attorneys engaged to prosecute such patents) in relation to changes to Patent claims that Orchard wishes to make that will materially narrow or limit the scope of monopoly claimed in the Licensed Patent. If UCLB and/or UCLA withhold their consent, then Orchard shall not be liable for any invalidity, refusal of grant or other adverse finding against or in respect of the Patents in issue arising from such changes not having been made. 8.2.4 Orchard will keep UCLB (and, in connection with the Joint Patents, UCLA) informed of material developments and steps taken in the prosecution and maintenance of the Licensed Patents and shall provide UCLB with copies of all correspondence to and from patent offices in relation to the Licensed Patents and, subject to preserving privilege in advice, shall provide UCLB with reasonable notice of and the opportunity to attend and participate in any conference calls or meetings with Orchard’s patent attorneys in relation to the prosecution and maintenance of the Licensed Patents. 8.2.5 Orchard will consult with UCLB (and in the c...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Obtain and maintain the Patents. (a) Licensee shall file, prosecute and maintain Patents, so as to secure the broadest patent protection reasonably available, through patent counsel selected by Licensee and reasonably acceptable to CUTS who shall consult with CUTS and keep CUTS advised with respect thereto. After the Effective Date of this Agreement, Licensee shall bear the cost and expense for the filing, prosecution and maintenance of Patents in the United States, European Patent Office, and Japan and any other foreign countries designated by Licensee. (b) With respect to any Patents, each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent issuing from such application shall be provided to CUTS. CUTS shall have the right to take any action that in its judgement is necessary to preserve such Patents. (c) CUTS shall and shall cause the inventors and UC to cooperate with Licensee with respect to filing, prosecution and maintenance of Patents. (d) If the Licensee wishes to abandon any such application or not to maintain any such Patent (or to cease funding such application or Patent) it shall give 3 months' prior written notice to CUTS and on the expiry of such notice period the Licensee shall cease to be licensed under the patent application or Patent identified in the notice and shall take all actions necessary to transfer the prosecution and maintenance of such patent application or Patent to CUTS.
Sample 1Sample 2
Obtain and maintain the Patents. 8.1.1 The Licensee shall be responsible for the drafting, filing, prosecution and maintenance of the Patents at its own cost and expense. 8.1.2 The Patents will be filed, prosecuted and maintained in the countries and territories set out in Schedule 4. The Licensee shall consult with UCLB in making any material decisions relating to the Patents such as which (if any) additional countries to file and maintain Patents in, and whether to elect to reject or submit to the competence of the Unitary Patent Court in respect of any Patent pursuant to Article 83(3) of the Agreement on a Unified Patent Court (2013/C 175/01) or to validate any of the Patents as a patent that has unitary effect by virtue of Regulation (EU) No 1257/2012, although the Licensee shall have the final decision. 8.1.3 The Licensee will obtain prior written approval of UCLB (which shall not be unreasonably withheld, conditioned or delayed) in relation to all changes to patent claims or specifications that would have the effect of reducing or limiting the extent of the patent coverage. 8.1.4 The Licensee will ensure that UCLB receives copies of all material correspondence to and from patent offices in respect of the Patents, including copies of all documents generated in or with such correspondence, and where practicable shall be given reasonable notice of and the opportunity to participate in any material conference calls or meetings with the Licensee’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Patents, so that UCLB may be continuously informed of progress with the drafting, filing, prosecution and maintenance of the Patents. 8.1.5 The Licensee shall promptly notify UCLB of the grant of each patent comprised within the Patents. 8.1.6 If the Licensee wishes to abandon any application contained with the Patents or not to maintain any Patent, it shall give three (3) months’ prior written notice to UCLB and on the expiry of such notice period the licence of such Patent granted to the Licensee under this Agreement shall cease.
Sample 1Sample 2
Obtain and maintain the Patents. Until the Option Exercise Date, The School of Pharmacy shall at his own cost and expense: (a) endeavour to obtain and maintain valid patents in the name of The School of Pharmacy pursuant to each of the patent applications listed in Schedule 1 so as to secure the broadest monopoly reasonably available; and
Sample 1
Obtain and maintain the Patents a) Pieris shall, at its own cost and expense and within its sole discretion, file, maintain and prosecute (i) in the Territories, the Patents claiming the Pieris Rights, the Pieris Arising IP and the Pieris Acquired IP, and (ii) in the Pieris Territory only, the Joint Arising IP. Pieris shall [***]. b) Zydus shall, at its own cost and expense and within its sole discretion, file, maintain and prosecute (i) in the Territory, the Patents claiming the Zydus Rights, the Zydus Arising IP and the Zydus Acquired IP, and (ii) in the Zydus Territory only, the Joint Arising IP. Zydus shall not [***]. c) Notwithstanding foregoing Sections 10(1)(a) and (b), for said Patents, if either Party (the “Ceasing Party”) wishes (i) not to file an application in any one of the following jurisdictions: [***], (ii) abandon any such patent application or (iii) not to maintain any such Patent in any one of said jurisdictions , it shall give prior written notice to the other Party at least [***] days before any relevant deadline, then the other Party has the right, exercisable within [***] days exercisable within [***] days of such notice, to take an assignment of the patent application or patent and, at its own expense, control the further prosecution the patent application or maintenance of such Patent. In the event such right is exercised by the other Party, the Ceasing Party shall effectuate said assignment and provide to the other Party all information necessary for the further prosecution or maintenance. For the avoidance of doubt, any such Patent is part of the other Party’s Acquired IP.
Sample 1
Obtain and maintain the Patents. Somanta shall at its own cost and expense (and through counsel of its choosing, which shall initially be DLA Xxxxx Xxxxxxx Xxxx Xxxx (by or under the supervision of Xxxx Xxxxx) and shall be through counsel reasonably acceptable to Immunodex and if Somanta changes law firms): (a) prosecute and endeavour to issue patents on each patent application within the BrE-3 Patents and Mc-3 Patents so as to secure the broadest claim coverage reasonably available on the basis of these applications; and (b) pay all renewal, annuity and maintenance fees in respect of the BrE-3 Patents and Mc-3 Patents as and when due and provide notice and evidence to Immunodex of such payments within 30 days of the effective date of payment; provided that if Somanta wishes to abandon any such application or not to maintain any such patent within the Licensed Patents (or to cease funding such application or Patent) it shall give thirty (30) days' prior written notice to Immunodex and on the expiry of such notice period Somanta shall lose all licensing rights to such patent application or patent identified in the notice, and Immunodex may thereafter continue to pursue and maintain such patent applications and patents. (c) Immunodex will promptly after the date of this Agreement disclose a copy of all relevant documentation, within its legal possession and Control related to the prosecution or maintenance of any patent or patent applications listed on Schedule 1 to patent counsel identified by Xxxxxxx. With respect to Licensed Patent prosecution conducted by Somanta under Section 6.1(a), Somanta shall provide to Immunodex no later than thirty (30) days after the date of anticipated filing (including without limitation of responses to office actions and the like) a draft of the anticipated filing. When Xxxxxxx provides the draft, it shall disclose such anticipated date of filing to Immunodex. Somanta shall reasonably consider and incorporate to the extent reasonable Immunodex's comments thereon received no later than five (5) days before the date of anticipated filing and shall confer with Immunodex in person or by telephone regarding any comments that Somanta does not wish to incorporate. The Parties' agreements regarding patent prosecution and maintenance are subject to the terms of the written agreements by which Immunodex derives rights in the Licensed Patents, to the full extent applicable.
Sample 1
Obtain and maintain the Patents. 6.1.1 Bioenvision shall at its own cost and expense: 6.1.1.1 co-operate with Royal Free and its partners outside the Field (if any) and endeavor to obtain valid Patents in the Field so as to secure the broadest monopoly reasonably available; and 6.1.1.2 pay all renewal fees in respect of the Patents as and when due; provided that if Bioenvision wishes to abandon any such application or not to maintain any such Patent (or to cease funding such application or Patent) it shall give 3 months prior written notice to Royal Free and oil the expiry of such notice period Bioenvision shall cease to be licensed under the patent application or patent identified in the notice.
Sample 1
AutoNDA by SimpleDocs
Obtain and maintain the Patents. Somanta shall at its own cost and expense (and through counsel of its choosing, which shall initially be DLA Xxxxx Xxxxxxx Xxxx Xxxx (by or under the supervision of Xxxx Xxxxx) and shall be through counsel reasonably acceptable to Immunodex and if Somanta changes law firms): (a) prosecute and endeavour to issue patents on each patent application within the BrE-3 Patents and Mc-3 Patents so as to secure the broadest claim coverage reasonably available on the basis of these applications; and (b) pay all renewal, annuity and maintenance fees in respect of the BrE-3 Patents and Mc-3 Patents as and when due and provide notice and evidence to Immunodex of such payments within 30 days of the effective date of payment;
Sample 1

Related to Obtain and maintain the Patents

  • Patent Prosecution and Maintenance 14.1 REGENTS will diligently prosecute and maintain the United States and foreign patent applications and patents under REGENTS' PATENT RIGHTS, subject to LICENSEE’S reimbursement REGENTS’ out of pocket costs under Paragraph 14.3 below, and all patent applications and patents under REGENTS’ PATENT RIGHTS will be held in the name of REGENTS. REGENTS will have sole responsibility for retaining and instructing patent counsel, but continued use of such counsel at any point in the patent prosecution process subsequent to initial filing of a U.S. patent application covering the INVENTION shall be subject to the approval of LICENSEE. If LICENSEE rejects three of REGENTS’ choice of prosecution counsel, then REGENTS may select new prosecution counsel without LICENSEE’s consent. REGENTS shall promptly provide LICENSEE with copies of all relevant documentation so that LICENSEE may be currently informed and apprised of the continuing prosecution and LICENSEE agrees to keep this documentation confidential in accordance with Article 26. LICENSEE may comment upon such documentation, provided, however, that if LICENSEE has not commented upon such documentation in reasonable time for REGENTS to sufficiently consider LICENSEE’s comments prior to the deadline for filing a response with the relevant government patent office, REGENTS will be free to respond appropriately without consideration of LICENSEE's comments. LICENSEE and LICENSEE's patent counsel will have the right to consult with patent counsel chosen by REGENTS. 14.2 REGENTS will use reasonable efforts to prepare or amend any patent application to include claims reasonably requested by LICENSEE to protect the LICENSED PRODUCTS contemplated to be SOLD or to be practiced under this AGREEMENT. 14.3 Subject to Paragraphs 14.4 all past, present, and future costs for preparing, filing, prosecuting, and maintaining all United States and foreign patent applications, and patents under REGENTS’ PATENT RIGHTS will be borne by LICENSEE, so long as the licenses granted to LICENSEE herein are exclusive. Payments are due within thirty (30) days after receipt of invoice from REGENTS. If, however, REGENTS reduces the exclusive licenses granted herein to non-exclusive licenses pursuant to Paragraphs 7.3, 7.4, or 7.5 and REGENTS grants additional license(s), the costs of preparing, filing, prosecuting and maintaining such patent applications and patents will be divided equally among the licensed parties from the effective date of each subsequently granted license AGREEMENT. 14.4 LICENSEE's obligation to underwrite and to pay all domestic and foreign patent filing, prosecution, and maintenance costs will continue for so long as this AGREEMENT remains in effect, provided, however, that LICENSEE may terminate its obligations with respect to any given patent application or patent in any or all designated countries upon three (3) months’ written notice to REGENTS. REGENTS will use its best efforts to curtail patent costs when such a notice is received from LICENSEE. REGENTS may continue prosecution and/or maintenance of such applications or patents at its sole discretion and expense; provided, however, that LICENSEE will have no further right or licenses thereunder.

  • Prosecution and Maintenance of Patent Rights (a) At the initiative of ProPhase or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

  • Prosecution and Maintenance of Patents (a) Subject to any Adolor third party agreements, Adolor shall prepare, file prosecute and maintain in the Territory and at its own costs, upon consultation with Santen, the Adolor Patents and any jointly owned patents. Adolor shall notify Santen of the status of all patent filings (including, without limitation, the grant of any Adolor Patents) and, upon the request of Santen, shall provide advance copies of any papers relating to the filing, prosecution, or maintenance of such Adolor Patents. For Adolor Patents and patent applications, and for jointly owned patents and patent applications, Santen shall reimburse Adolor for one-half of any and all costs for the filing, prosecution, or maintenance of such patents and patent applications incurred by Adolor. Adolor shall submit an invoice for reimbursement of such patent costs to Santen and Santen shall pay such invoice within thirty (30) days of submission by Adolor. Santen shall have the right to audit the patent costs subject to reimbursement once per year. Such audit rights shall expire twenty- four (24) months after an invoice is submitted by Adolor for payment. (b) Subject to Section 8.04 (b), all amounts for patent applications paid by Santen under Section 8.02 (a) for each country of the Territory shall be creditable on a country-by-country basis against future Royalties payable to Adolor by Santen for each such country; provided, however, that no more than **% of the Royalties payable for any period in such country shall be paid by crediting amounts paid by Santen under Section 8.02(a), and further **=Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. provided that Santen may carry forward all amounts paid under Section 8.02(a) for crediting against future Royalties in such country under this Section 8.02(b) until such amounts are exhausted.

  • Prosecution and Maintenance Wyeth shall be responsible for the preparation, filing, prosecution and maintenance (including, without limitation, any interferences, oppositions, reissue proceedings and reexaminations), of the Wyeth Patents. Wyeth shall reasonably consult with DOV with respect to the preparation, filing, prosecution and maintenance of the Wyeth Primary Patents and DOV agrees to reasonably cooperate with Wyeth in such activities. Wyeth shall keep DOV advised of the status of such activities and shall also inform DOV in a timely manner of any material communications Wyeth receives from the relevant patent office with respect to such activities. Wyeth shall give notice to DOV of any desire to cease preparation, filing, prosecution or maintenance of any Wyeth Primary Patent on a country-by-country basis, and in such case, DOV shall have the right to elect to continue preparation, filing, prosecution and maintenance of such Wyeth Primary Patent. In the event that DOV elects to continue any such activities for such Wyeth Primary Patent, DOV shall reasonably consult with Wyeth with respect thereto and shall consider in good xxxxx Xxxxx’x reasonable views with respect to such activities, and Wyeth agrees to transfer to DOV all information reasonably requested by DOV for DOV to conduct such activities and to otherwise reasonably cooperate with DOV in such actions. DOV shall keep Wyeth advised of the status of such actions and shall also inform Wyeth in a timely manner of any material communications DOV receives from the relevant patent office with respect to such activities. Each party shall bear its own costs with respect to any preparation, filing, prosecution and maintenance of any Wyeth Patent for which it is responsible. Upon DOV’s reasonable request, Wyeth shall consider in good faith prosecuting in a separate Patent application any claim(s) concerning Product or Marketed Product that if separated into a separate Patent would thereby qualify as a “Wyeth Primary Patent” under clause (iv) of that definition instead of being included in another Wyeth Patent that is a “Wyeth Secondary Patent” hereunder, provided that (i) such separation and additional Patent shall not adversely affect the patentability, validity or enforceability any of the other Wyeth Patents or any other Patents owned or controlled by Wyeth or any of its Affiliates, and (ii) DOV shall be responsible for any incremental out-of-pocket costs incurred by Wyeth for preparing, filing, prosecuting and maintaining such additional Patent.

  • Patent Filing Prosecution and Maintenance 7.1 Except as otherwise provided in this Article 7, the IC agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to the Licensee. 7.2 Upon the IC’s written request, the Licensee shall assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all patent-related documents to the IC. In this event, the Licensee shall, subject to the prior approval of the IC, select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the IC. The IC shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the IC in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the IC sufficient opportunity to comment on any document that the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. 7.3 At any time, the IC may provide the Licensee with written notice that the IC wishes to assume control of the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. If the IC elects to reassume these responsibilities, the Licensee agrees to cooperate fully with the IC, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and to provide the IC with complete copies of any and all documents or other materials that the IC deems necessary to undertake such responsibilities. The Licensee shall be responsible for all costs associated with transferring patent prosecution responsibilities to an attorney or agent of the IC’s choice. 7.4 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and permit each other to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, which comments and suggestions shall be considered by the other party.

  • Patent Maintenance All annuity and maintenance fees that are necessary in order to keep the Patents in force as of the Effective Date have been paid by Seller, and no payment of annuities or fees, or papers to be filed in patent offices, are required to be made within the three-month period after the Effective Date.

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Joint Patents With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

  • Protection and Registration of Intellectual Property Rights (a) Each Co-Borrower shall (i) protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property material to Borrower’s business; and (iii) not allow any Intellectual Property material to a Co-Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) If a Co-Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then such Co-Borrower shall, within the later of (A) fifteen (15) days from the date of such application or (B) on the next Compliance Certificate delivered in accordance with the terms of Section 6.2 hereof, provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If a Co-Borrower decides to register any Copyrights or mask works in the United States Copyright Office, such Co-Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of such Co-Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Each Co-Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

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