Common use of PATENT APPLICATIONS AND PATENTS Clause in Contracts

PATENT APPLICATIONS AND PATENTS. 5.1 The parties hereto agree that Licensor’s consultant, Xxxxxxx Xxxx Xxxxx, shall hold the entire right, title, and interest in and to the Patent Rights and Know-How, and Licensee agrees to perform all acts and to execute, acknowledge and deliver all instruments or writings reasonably requested and necessary for Xxxxxxx Xxxx Xxxxx to perfect title to the Patent Rights and Know-How. Xxxxxxx Xxxx Xxxxx shall xxxxx an exclusive license of the Patent Rights and Know-How to Licensor who shall grant rights and licenses in the Patent Rights and Know-How to Licensee. 5.2 The parties hereto agree that they will procure Patent Rights on the Licensed Products. Licensor shall have the sole right to prosecute, control, and pursue such Patent Rights under the patent laws of the United States and foreign countries. Licensor agrees to prosecute, with good faith and due diligence, all pending and future patent applications. All fees, costs and expenses shall be borne by Licensee. Licensee agrees to cooperate with Licensor to whatever extent is necessary to procure such patent protection. 5.3 In the event Licensee decides to abandon any pending United States or foreign patent application or to not pay any annuity or maintenance fee required by any country, Licensee shall give Licensor thirty (30) days prior written notice of such decision and shall allow Licensee to become the owner of such United States or foreign patent or application and to pay such fee. Licensee’s decision shall have no effect on the Royalties. 5.4 Licensor agrees to keep Licensee fully informed, at Licensee’s expense, of the prosecution of all U.S. and foreign patent applications including submitting to the Licensee copies of all official actions and responses thereto. 5.5 Licensee shall have the right to conduct an audit of the Patent Rights to ensure that the Patent Rights are in good standing and that Licensor has maintained them in good standing during the term of this License Agreement. In the event that Licensee determines that the Patent Rights are not in good standing, then Licensee shall have the right to place such Patent Rights in good standing and if necessary, to seek relief through binding mediation and arbitration pursuant to Article XII if the failure to maintain the Patent Rights in good standing may cause or has caused the Licensee damages. 5.6 Licensee agrees to comply with any marking requirements of Licensor to insure compliance with 35 U.S.C. § 287, and agrees to insure compliance by its sublicensees, if any.

PATENT APPLICATIONS AND PATENTS. 5.1 The parties hereto agree that Licensor’s consultant, Xxxxxxx Xxxx Xxxxx, shall hold the entire right, title, 3.1 Seller and interest in and to the Patent Rights and Know-How, and Licensee agrees to perform all acts and to execute, acknowledge and deliver all instruments or writings reasonably requested and necessary for Xxxxxxx Xxxx Xxxxx to perfect title to the Patent Rights and Know-How. Xxxxxxx Xxxx Xxxxx shall xxxxx an exclusive license of the Patent Rights and Know-How to Licensor who shall grant rights and licenses in the Patent Rights and Know-How to Licensee. 5.2 The parties hereto Purchaser agree that they will continue to procure Patent Rights on the Licensed ProductsVerticrop and TOMORROW GARDEN® Technologies and Improvements. Licensor Provided Purchaser keeps Seller promptly advised of all communications and activities with respect thereto, and Seller retains the right to select counsel for prosecution of the Patent Rights, Purchaser shall have the sole right to prosecute, control, and pursue such Patent Rights under the patent laws of the United States and foreign countriescountries while the conditional assignment of the IP remains in Escrow pursuant to Paragraph 2.5 above, and will retain such right after the conditional assignment of the IP is released from Escrow to the Purchaser, pursuant to the terms of Paragraph 2.5. Licensor Seller hereby selects the law firm of Xxxxxx Xxxx, P.C. as counsel to prosecute and continue to prosecute the Patent Rights. Seller and Purchaser expressly agree that the counsel for prosecution of the Patent Rights may be changed in the future only by mutual written consent. Should Xxxxxx Xxxx, P.C. resign as counsel for prosecution of the Patent Rights for any reason, and Seller and Purchaser cannot thereafter mutually agree on new counsel for prosecution of the Patent Rights, then the Seller and Purchaser agree the choice for new counsel for prosecution of the Patent Rights shall be submitted for mediation and arbitration as described in Article X below. Seller shall have the sole right to prosecute, control and pursue such Patent Rights under the patent laws of the United States and foreign countries after the conditional assignment of the IP is released from Escrow back to the Seller, pursuant to the terms of Paragraph 2.5. Purchaser agrees to prosecute, with good faith and due diligence, all pending and future patent applicationsapplications while the conditional assignment of the IP is in Escrow. All fees, costs and expenses expenses, including annuity or maintenance fees, shall be borne by LicenseePurchaser and the failure of Purchaser to pay such fees, costs and expenses shall constitute a substantial breach of this Purchase Agreement. Licensee agrees Seller and Purchaser agree to cooperate with Licensor to whatever extent is necessary to procure such patent protection. 5.3 3.2 In the event, while the conditional assignment of the IP is in Escrow, Purchaser decides to abandon any pending United States or foreign patent application, Purchaser shall give Seller thirty (30) days prior written notice of such decision and shall allow Seller to prosecute, control and pursue such pending United States or foreign patent application and to pay such fee. In the event Licensee the conditional assignment of the IP is released from Escrow to the Seller, and Seller subsequently decides to abandon any pending United States or foreign patent application or to not pay any annuity or maintenance fee required by any country, Licensee Seller shall give Licensor Purchaser thirty (30) days prior written notice of such decision and shall allow Licensee Purchaser to become the owner of prosecute, control and pursue such pending United States or foreign patent or application and to pay such fee. Licensee’s Either party's decision shall have no effect on the Royaltiespayments due under this Purchase Agreement. 5.4 Licensor 3.3 While the conditional assignment of the IP is in Escrow, Purchaser also agrees to keep Licensee Seller fully informed, at LicenseePurchaser’s expense, of the prosecution of all U.S. and foreign patent applications including submitting to the Licensee Seller copies of all official actions and responses thereto. 5.5 Licensee 3.4 Seller shall have the right to conduct an audit of the Patent Rights IP while the conditional assignment of the IP is in Escrow to ensure that the Patent Rights are in good standing and that Licensor has maintained them in good standing during the term of this License Agreementstanding. In the event that Licensee Seller determines that the Patent Rights are not in good standing, and the Seller was not given notice as set forth in Paragraph 3.2, then Licensee Seller shall have the right to place such Patent Rights in good standing and if necessary, to seek relief through binding mediation and arbitration pursuant to Article XII X if the failure to maintain the Patent Rights in good standing may cause or has caused the Licensee Seller damages. 5.6 Licensee agrees 3.5 Seller and Purchaser agree to comply with any marking requirements of Licensor the other party to insure compliance with 35 U.S.C. § §287, and agrees agree to insure compliance by its the sublicensees, if any.

PATENT APPLICATIONS AND PATENTS. 5.1 The parties hereto agree that Licensor’s consultant, Xxxxxxx Xxxx Xxxxx, Xxxxx shall hold the entire right, titletide, and interest in and to the Patent Rights Algae Biomass Technology, including Improvements, to the Algae Biomass Technology and Know-HowIntellectual Property, and Licensee agrees to perform all acts and to execute, acknowledge and deliver all instruments or writings reasonably requested and necessary for Xxxxxxx Xxxx Xxxxx to perfect title to the Patent Rights Algae Biomass Technology and Know-How. Xxxxxxx Xxxx Xxxxx shall xxxxx an exclusive license of the Patent Rights and Know-How to Licensor who shall grant rights and licenses in the Patent Rights and Know-How to LicenseeIntellectual Property. 5.2 The parties hereto Licensor and Licensee agree that they will procure Patent Rights on the Licensed ProductsAlgae Biomass Technology and Improvements. Licensor shall have the sole right to prosecute, control, and pursue such Patent Rights under the patent laws of the United States and foreign countries. Licensor agrees to prosecute, with good faith and due diligence, all pending and future patent applications. All fees, costs and expenses shall be borne by LicenseeLicensee and the failure of Licensee to pay such fees, costs and expenses shall constitute a substantial breach of this License Agreement. Licensee agrees to cooperate with Licensor to whatever extent is necessary to procure such patent protection. 5.3 In the event Licensee Licensor decides to abandon any pending United States or foreign patent application or to not pay any annuity or maintenance fee required by any country, Licensee Licensor shall give Licensor Licensee thirty (30) days prior written notice of such decision and shall allow Licensee to become the owner of such United States or foreign patent or application and to pay such fee. Licensee’s 's decision shall have no effect on the Royalties. 5.4 Licensor agrees to keep Licensee fully informed, at Licensee’s expense, of the prosecution of all U.S. and foreign patent applications including submitting to the Licensee copies of all official actions and responses thereto.. Vertigro Algae Technologies LLC 5.5 Licensee shall have the right to conduct an audit of the Licensors Patent Rights to ensure that the Patent Rights are in good standing and that Licensor has maintained them in good standing during the term of this License Agreement. In the event that Licensee determines that the Patent Rights are not in good standing, then Licensee shall have the right to place such Patent Rights in good standing and if necessary, to seek relief through binding mediation and arbitration pursuant to Article XII if the failure to maintain the Patent Rights in good standing may cause or has caused the Licensee damages. 5.6 Licensee agrees to comply with any marking requirements of Licensor to insure compliance with 35 U.S.C. § §287, and agrees to insure compliance by its the sublicensees, if any.

PATENT APPLICATIONS AND PATENTS. 5.1 The parties hereto agree that Licensor’s consultant, Xxxxxxx Xxxx Xxxxx, Xxxxx shall hold the entire right, titletide, and interest in and to the Patent Rights Algae Biomass Technology, including Improvements, to the Algae Biomass Technology and Know-HowIntellectual Property, and Licensee agrees to perform all acts and to execute, acknowledge and deliver all instruments or writings reasonably requested and necessary for Xxxxxxx Xxxx Xxxxx to perfect title to the Patent Rights Algae Biomass Technology and Know-How. Xxxxxxx Xxxx Xxxxx shall xxxxx an exclusive license of the Patent Rights and Know-How to Licensor who shall grant rights and licenses in the Patent Rights and Know-How to LicenseeIntellectual Property. 5.2 The parties hereto Licensor and Licensee agree that they will procure Patent Rights on the Licensed ProductsAlgae Biomass Technology and Improvements. Licensor shall have the sole right to prosecute, control, and pursue such Patent Rights under the patent laws of the United States and foreign countries. Licensor agrees to prosecute, with good faith and due diligence, all pending and future patent applications. All fees, costs and expenses shall be borne by LicenseeLicensee and the failure of Licensee to pay such fees, costs and expenses shall constitute a substantial breach of this License Agreement. Licensee agrees to cooperate with Licensor to whatever extent is necessary to procure such patent protection. 5.3 In the event Licensee Licensor decides to abandon any pending United States or foreign patent application or to not pay any annuity or maintenance fee required by any country, Licensee Licensor shall give Licensor Licensee thirty (30) days prior written notice of such decision and shall allow Licensee to become the owner of such United States or foreign patent or application and to pay such fee. Licensee’s 's decision shall have no effect on the Royalties. 5.4 Licensor agrees to keep Licensee fully informed, at Licensee’s expense, of the prosecution of all U.S. and foreign patent applications including submitting to the Licensee copies of all official actions and responses thereto. 5.5 Licensee shall have the right to conduct an audit of the Licensors Patent Rights to ensure that the Patent Rights are in good standing and that Licensor has maintained them in good standing during the term of this License Agreement. In the event that Licensee determines that the Patent Rights are not in good standing, then Licensee shall have the right to place such Patent Rights in good standing and if necessary, to seek relief through binding mediation and arbitration pursuant to Article XII if the failure to maintain the Patent Rights in good standing may cause or has caused the Licensee damages. 5.6 Licensee agrees to comply with any marking requirements of Licensor to insure compliance with 35 U.S.C. § §287, and agrees to insure compliance by its the sublicensees, if any.