Patent License Agreement. EXCLUSIVE PHS and Licensee agree as follows:
Patent License Agreement. Patents only extends to the Field of Use. In the event that any such declaratory judgment action or such other action or proceeding is brought, Company shall have the first right to defend any such action at Company’s expense, including defending against any counterclaims or crossclaims brought by any party against Company or Penn regarding the Penn Patent Rights and defending against any claim that the Penn Patent Rights are invalid in the course of any infringement action or in a declaratory judgment action. With respect to the Assigned BMS Patents, Company shall have all the rights and obligations afforded “University” or “Licensee Entities” under Section 6.1(b) of the TDA (including the right to participate at Company’s own cost in any BMS-controlled litigation activities concerning the Assigned BMS Patents). Company must not settle or compromise any such litigation, action or proceeding in a manner that imposes any obligations or restrictions on Penn or grants any rights to the Penn Patent Rights without Penn’s prior written permission (unless any such grant by Company amounts to a permitted sublicense hereunder). If Penn chooses not to intervene voluntarily, but Penn is a necessary party to the action, then Company may join Penn in the litigation. If Company prosecutes any infringement claims with Penn involuntarily joined as a party, then Company will reimburse Penn for Penn’s reasonable litigation expenditures as a result of such involuntary joinder (but not for any active participation by Penn, which resulting expenditures shall be addressed as if Penn had intervened voluntarily as contemplated by Section 8.3), including any attorney’s fees, expenses, official fees and other charges incurred by Penn, even if there are no financial recoveries from the infringement action. Company will reimburse Penn for such reasonable expenditures within thirty (30) days after receiving each invoice from Penn. After reimbursing Penn for such reasonable expenditures, recoveries from any such litigation, action or proceeding will be: (a) first, applied to reimburse Company for its related expenditures; and (b) second, as to any remainder, retained by Company but treated (as appropriate by reference to the commercializing entity in the affected country(ies)) as either (i) Net Sales for the purpose of determining the royalties due to Penn under Section 3.3 or (ii) sublicense consideration for the purpose of determining the sublicense fees due to Penn under Section 3.5...
Patent License Agreement. (iv) Company’s execution of a sublicense agreement will not relieve Company of any of its obligations under this Agreement. Company is primarily liable to Penn for any act or omission of an Affiliate or sublicensee of Company that would be a breach of this Agreement if performed or omitted by Company, and Company will be deemed to be in breach of this Agreement as a result of such act or omission.
Patent License Agreement. In consideration of the mutual obligations contained in this Agreement, and intending to be legally bound, the parties agree as follows:
Patent License Agreement. Rights that (i) is developed, discovered or reduced to practice by, or under the direction of Xx. Xxxxx in the Field of Use during the three (3) year period after the Effective Date, (ii) is dominated by the Penn Patent Rights, (iii) is in Penn’s full control (e.g., not arising from research funded by third party commercial entities), and (iv) is not covered by an Other Agreement, and (2) any invention arising from or otherwise attributable to the use of any Penn Materials that is not solely owned by Company under any Other Agreement.
Patent License Agreement. Wall Street Journal as of the last business day of the Quarter in which the payment was received by Company, and (b) the conversion computation will be documented by Company in the applicable report delivered to Penn under Section 4.1.
Patent License Agreement an additional insured with respect to Company’s performance under this Agreement. Company will provide Penn with insurance certificates evidencing the required coverage within thirty (30) days after the Effective Date and the commencement of each policy period and any renewal periods. Each certificate will provide that the insurance carrier will notify Penn in writing at least thirty (30) days prior to the cancellation or material change in coverage.
Patent License Agreement maintenance of any of the Assigned BMS Patent(s). Before exercising any such rights with respect to BMS, Penn will first provide Company with sufficient notice so that Company may cure any failure hereunder to pay any such Patent Costs or otherwise before any patent rights are forfeited or offered for assignment to BMS under that Section of the TDA. If after such notice Company then fails to pay the Patent Costs, as contemplated in Section 7.2, or otherwise elects not to continue to prosecute or maintain any Assigned BMS Patent(s), as contemplated by Section 7.1, then Penn will have the right to offer such Assigned BMS Patent(s) to BMS for assignment or absence such an assignment abandon them as provided in that Section of the TDA. Company may elect not to prosecute or maintain any Penn Patent Rights effective upon written notice to Penn, whereupon such Penn Patent Right will no longer be subject to the License or be treated as a “Penn Patent Right” hereunder, provided that Company will remain responsible for all expenses incurred with respect to such Penn Patent Right as provided in Section 7.2 until Penn’s receipt of such notice.
Patent License Agreement. A counterpart of the Patent License Agreement executed by Buyer;
Patent License Agreement. Company or its Affiliates or sublicensees; and (c) the enforcement of this Article 11 by any Indemnified Party, except for (1) any Claims arising out of the willful misconduct or gross negligence of, or material breach of this Agreement by, Penn or any other Indemnified Party, or (2) any Claims arising out of the development, testing, use, manufacture, promotion, sale, practice or other disposition of any Penn Patent Rights, BMS Assigned Technical Information or Licensed Products pursuant to the retained rights under Section 1.3 (and not as part of any Other Agreement). The term “
