Patent Obligations. (a) During the Term, Assignor shall, at is own cost, in accordance with its standard procedures and with good practice, and subject to the rights of Licensee under the License Agreement, use its commercially reasonable efforts (including making payment of appropriate fees to the USPTO) to, (i) prosecute and maintain in full force and effect each pending patent application worldwide included in the Patents; (ii) maintain and keep in full force and effect any issued Patents in each of the countries worldwide in which Assignor has an issued patent, and (iii) maintain all Know-How relating to the Products in strict confidence other than disclosure to Licensee in accordance with the License Agreement. Assignor shall provide notice to Assignee of all information relating to the prosecution and/or validity or enforceability of any patent or application in the Patents, including all correspondence to and from the USPTO or any other patent office in which any patent application is pending or from which any patent has issued. If practicable, such notice to Assignee shall be in sufficient time to allow Assignee to comment, or act pursuant to section (b) below, on matters which may have a material effect on the scope, validity, or enforceability of any of the Patents.
(b) Assignor shall not during the Term without the prior written consent of Assignee abandon any of the Patents or Know-How, or sell, transfer, assign or otherwise dispose of the Patents or Know-How to any Person and shall not grant any licenses thereunder other than (i) the license in the License Agreement, (ii) the license in the Quencher Agreement, and (iii) any license for use outside the Field of Use as defined in the License Agreement or the Quencher Agreement that does not and would not materially interfere with or impair the value of the Assigned Interests. Assignee shall have, at its option, the right to have Assignor assign to Assignee all right, title and interest in any Patent that Assignor decides to abandon.
(c) Assignor hereby grants to Assignee an irrevocable power of attorney with power of substitution to act in the place and stead of Assignor in performing the actions specified in (a)(i) and (a)(ii) above. Such power is acknowledged by Assignor to be coupled with an interest and shall be exercisable during the Term immediately upon Assignor's breach of the covenant in (a)(i) and (a)(ii) above. Upon the expiry of the Clean-Up Period, this power shall terminate provided that if at the end...
Patent Obligations. (a) The Vendor shall, subject to the rights of Kirin under the Kirin License Agreement: (i) to the full extent allowed by law, prosecute and maintain in full force and effect each pending patent application included in the Product Patent Rights in the Territory; and (ii) maintain and keep in full force and effect any issued Product Patent Rights in the Territory. The Vendor shall provide or cause to be provided to the Purchaser copies of all correspondence with any patent office or counsel's analysis in writing relating to the Product Patent Rights in the Territory, including drafts of responses with sufficient time to provide the Purchaser time to review and comment on each response.
(b) The Vendor shall pursue and prosecute any claim under any Product Patent Right applicable within the Territory that could reasonably be necessary or advantageous for the Vendor to fulfill its obligations under the Kirin License Agreement and in respect of which the Vendor is advised by the Purchaser's patent counsel has a reasonable legal basis for allowance. The Vendor will not abandon prosecution of any pending claim under a Product Patent Right within the Territory without the prior written consent of the Purchaser acting reasonably. In addition, prior to issuance of a patent from a pending patent application included in the Product Patent Rights or abandonment of a patent application included in the Product Patent Rights, in each case within the Territory, the Vendor shall file, to the extent permitted by law, a continuation or divisional application of the patent application unless: (i) the Vendor has prior written consent from the Purchaser not to file such a continuation or divisional application; or (ii) as of the date of such issuance or abandonment, the term of all the Product Patent Rights has expired.
(c) If the Vendor proposes not to pay or to continue to pay all required maintenance or other government fees as are necessary or desirable to diligently maintain any issued patent included in the Product Patent Rights within the Territory, the Vendor shall promptly notify the Purchaser of such proposal prior to making any decision in respect thereof. The Purchaser shall have the right (but not the obligation) to assume responsibility for maintenance of such Product Patent Right in the relevant countries in the Territory at the Purchaser's expense, provided that, if the Purchaser chooses to exercise such right, the Purchaser shall notify the Vendor thereof in wri...
Patent Obligations. NPS may transfer or license the NPS Technology or the NPS Trademarks to its Affiliates without DR3's prior written consent. Without the prior written consent of DR3 (such consent to be at DR3's sole discretion), NPS may not sell or otherwise transfer any NPS Technology or any NPS Trademark to any Third Party. NPS may not license the NPS Technology or the NPS Trademarks to any Third Party in the jurisdictions set forth on Schedule 6.1(a) without DR3's prior written consent (not to be unreasonably withheld). NPS shall (i) to the full extent allowed by Law, prosecute and maintain in full force and effect each pending patent application included in the NPS Patents in the Territory, and (ii) maintain and keep in full force and effect any issued Patents in the Territory. In addition, prior to issuance of a patent from a pending patent application included in the NPS Patents or abandonment of a patent application included in the NPS Patents, NPS shall file, to the extent permitted by Law, a continuation or divisional application of the patent application unless: (i) NPS has prior written consent from DR3 not to file such a continuation or divisional application, or (ii) as of the date of such issuance or abandonment, the term of all issued NPS Patents has expired. Notwithstanding the foregoing, NPS shall have the right to abandon, or allow to lapse, any NPS Patent in the Territory, provided that (i) such abandonment or lapse would not reasonably be expected to cause, singly or in aggregate with other abandonments or lapses, a Material Adverse Effect, and (ii) in the event NPS intends to allow any NPS Patent in the Territory to lapse or become abandoned, NPS shall so notify DR3, and DR3 shall have the right (but not the obligation) to assume further responsibility for the prosecution, maintenance and defense of such NPS Patent at DR3's expense. For the avoidance of doubt, any Patent for which DR3 assumes responsibility pursuant to this Section 6.1(b) shall remain an NPS Patent.
Patent Obligations. 6.1 BIOS shall maintain at its own cost during the term of this Agreement the PATENT RIGHTS.
6.2 VGI hereby grants BIOS a worldwide non-exclusive royalty-free perpetual license to exploit any improvements in relation to CAS Technology conceived or invented by VGI during the term of this Agreement, for BIOS' own non-commercial research use (except that the research may be part of a grant or contract research agreement for which a fee is paid), including, without limitation, all patents and patent applications related thereto, whether in existence as of the date of the Agreement or coming into existence hereafter.
6.3 VGI shall xxxx and shall require its distributors, agents, sublicensees, transferees, and importers to xxxx LICENSED PRODUCTS, made, used or sold in the United States with all applicable United States patent numbers and notices required by U.S. law.
Patent Obligations. Prior to or promptly following Closing as set forth in Section 3.13(a) hereing, Isonics will issue 20,000 shares of Isonics stock to Xx. Xxxxxx and 5,000 shares to Cato Research in satisfaction of its obligations to acquire the North American rights to xxx Xxxx patents, and will pay $10,000 to Cato Research in fulfillment of a portion of its cash payment obligations to acquire such patent rights.
