PATENT PROTECTION. 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party.
10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party.
10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country.
10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1...
PATENT PROTECTION. The vendor agrees to indemnify and defend the State of New Hampshire from alleged and actual patent infringements and further agrees to hold the State of New Hampshire harmless from any liability arising under RSA 382- A:2-312(3). (Uniform Commercial Code).
PATENT PROTECTION. 5.1 Each Party shall have the right, in its sole discretion, to file one or more patent applications claiming its Sole Foreground Technology. Any such application and Patent Rights deriving therefrom shall be owned by such Party. If a Member or BioAmber decides not to file a patent application claiming all or any part of its Collaboration Technology, it shall inform the other Parties, and the LLC may at its own expense file prosecute issue or maintain such patent application(s); however, in that event such Member or BioAmber, as the case may be, will continue to own such Collaboration Technology and the Patent Rights claiming all or any part of such Collaboration Technology.
5.2 If requested to do so, the other Parties shall provide any reasonable assistance requested by the filing Party for the preparation, filing and prosecution of any patent applications entitled to be filed by such Party under this Agreement, and the enforcement of any patents that may issue therefrom, including the execution of inventorship declarations, assignment deeds, and affidavits, participation in examiner interviews, and providing deposition and trial testimony where needed, but not including the payment of any attorney’s fees, expenses or other costs associated with the preparation, prosecution or issuance of any Patent Right or any litigation. The filing Party shall reimburse the Party(s) providing such assistance for their reasonable out-of-pocket expenses incurred by them under this Section 5.2.
5.3 Should a Party elect not to prosecute or maintain any of its Patents Rights which such Party has licensed or is obligated to license to another Party hereunder, then it shall provide timely notice to the other Parties, who shall then have the secondary right to prosecute and maintain such Patent(s) at their own cost. Such Patent Rights shall, however, continue to be owned by the original owning Party and not by the Party electing to prosecute or maintain the Patent(s).
5.4 Coordination of Patent Filings
(a) Before filing any patent application claiming all or any part of Research Technology or any jointed conceived Foreground Technology which it owns pursuant to Section 2.3 hereof, LLC will inform the Party that performed the corresponding Research Services or jointly conceived the Foreground Technology and will at the request of such Party coordinate the filing of such patent applications with such Party.
(b) Before filing any patent application claiming all or any part of any...
PATENT PROTECTION. (a) Seller will defend Buyer at its own expense, as set forth herein, against any claim that the design or manufacture of any standard Product furnished hereunder constitutes an infringement of any United States patents or other industrial property rights. Buyer shall notify Seller promptly in writing of any such claim of infringement and shall give Seller full authority, information and assistance in settling or defending such claim. Seller shall have no liability whatsoever with respect to any claims settled by Buyer without Seller’s prior written consent. Seller shall not have any liability to the Buyer under any provision of this clause if any patent infringement or claim thereof, is based upon the use of the goods as modified by any person other than the Seller or in combination with equipment or devices act made by Seller, or in a manner for which the goods were not designed.
(b) In case the Products furnished by Seller with respect to any such claim are held in and of themselves to constitute infringement and their use is enjoined, Seller, within a reasonable time, shall, at its option, either (i) secure for Buyer the right to continue using the Products by suspension of the injunction, by procuring for the Buyer a license or by some other means, or (ii) at Seller’s own expense, replace the Products with non-infringing goods, or (iii) remove the enjoined Products and refund the sums paid therefor. The foregoing states the entire liability of Seller with respect to infringement of intellectual property rights by the goods or any part thereof or by their operation. These provisions, however, shall not apply to any equipment, device or parts specified by Buyer but not manufactured by Seller. THE FOREGOING STATES SELLER’S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR.
PATENT PROTECTION. By accepting this order, Seller agrees to indemnify and hold harmless and protect Buyers, its successors, assigns customers and the users of its products from and against all loss, liability, claims, demands, and suits, judgments or awards, al law or equity and all costs of such suits, including attorney’s fees, for actual or alleged infringement of any Letters Patent, Trade Marks, Trade Names, Service Marks, or corresponding rights granted by any government, domestic, or foreign, by reason of the use or possession of the articles sold to Buyer by Seller hereunder. In case the sale or use of the goods shall be found to constitute patent, copyright or trademark infringement and/or their use is enjoined, Buyer may, at its sole option, pursue any remedy or remedies at law or in equity, including, without limitation, requiring Seller wither to procure for Buyer the right to continue using such goods, to modify them so they become non-infringing or to remove them, to supply equivalent non-infringing goods, or and refund the total purchase price therefore.
PATENT PROTECTION. Each of Party may, in its own name and at its own expense and in its sole discretion, obtain, maintain and/or extend any patents or other proprietary rights in connection with such Party’s respective Improvements and shall do so jointly (or in such other manner as they may agree) with respect to Joint Improvements.
PATENT PROTECTION. [To adapt to Section 7.4: If an owner of Sole Foreground IP or the owners of Joint Foreground IP decide not to pursue or maintain a patent application based on the Results, the Executive Board may decide to protect or commercialize the Results in the name of all Parties.] If the Executive Board decides not to pursue or maintain a patent application based on a Project Invention, any Party or group of Parties may negotiate with the Parties owning the Project Invention terms and conditions for transferring the rights to protect or commercialize the respective Project Invention.
PATENT PROTECTION. Supplier shall defend and hold harmless IES, its subsidiaries and affiliates, and their respective customers, from all expenses, liabilities and losses of any kind (including attorneys’ fees), growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shall, at its own cost and expense, either procure for IES the right to continue using the Goods or Services or any part thereof, or modify the Goods or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications and terms and conditions of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid for such Goods or Services. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and customers, from all other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual or alleged
(i) defect in the Goods or Services provided by Supplier hereunder, (ii) failure of the Goods or Services to comply with all specifications or with the express or implied warranties of Supplier, or (iii) Supplier’s violation of any statute, ordinance, rule or regulation in the manufacture, sale, delivery or completion of the Goods or the provision of the Services. The indemnification and hold harmless obligations of this paragraph shall survive completion, expiration or termination of this Purchase Order.
PATENT PROTECTION. The Section applies in the case of any Joint Research Results, as well as when Sponsor elects to both support the filing of patent applications and to negotiate an exclusive or nonexclusive commercial use license in disclosed UMD Research Results, as per Section VI.B.1 above. Within sixty (60) days of either receipt of Sponsor’s election under VI.B above, or receipt by one Party of written notice from the other of the existence of Joint Research Results, the Parties shall agree on the scope of patent applications arising thereunder, where to file such applications, and which Party will serve as the lead for all matters related to the preparation, filing, defense, and maintenance of the corresponding patent application and resulting patents (“Patent Process”). The lead Party will be responsible for selecting patent counsel, subject to the other Party’s consent; preparing and submitting all filings, subject to a duty of meaningful prior consultation with the other Party; providing written notice to the other Party of Patent Process actions; and providing copies of all documents submitted and/or received in connection with the Patent Process within thirty (30) days of the date of such actions and/or receipt or submission of documents. The lead Party will not modify the scope of any patent application or change patent counsel without the prior written approval of the other Party. The other Party agrees to cooperate with and assist the lead Party throughout the Patent Process. In the event that the lead Party is the UMD and the Sponsor fails to execute required papers at the UMD’s request, Sponsor hereby irrevocably appoints any duly authorized official of UMD as Sponsor’s attorney-in-fact to sign any and all such papers. Sponsor shall be responsible for all costs related to the Patent Process unless otherwise agreed to by the Parties in writing.
PATENT PROTECTION. A. Patent Protection
1) MDC hereby declares that any MDC Parts furnished under this Agreement do not infringe or misappropriate any U.S. or foreign patent, trademark or copyright owned by any third party. If, however, any such MDC Part does infringe any patent, trademark or copyright owned by a third party, and as a result of such infringement or misappropriation Federal Express or any lessor or lessee of any Aircraft is restrained from use of such item, MDC will, at MDC's option and expense, either:
a) procure for Federal Express the right to use the item free of any liability for such infringement or misappropriation; or
b) modify or replace the item with a non-infringing substitute which otherwise complies with all requirements of this Agreement.
2) MDC shall have no obligations or liability under Paragraph A.1) above or Paragraph A.4) below with respect to any claim that an MDC Part furnished under this Agreement infringes or misappropriates a U.S. or foreign patent, trademark or copyright owned by a third party, unless:
a) Federal Express refrains from making any admission of liability, except as required by any applicable law or regulation, without the prior written approval of MDC;
b) Federal Express uses all commercially reasonable efforts to notify MDC in writing of any claim within thirty (30) days after Federal Express has been restrained from the use of such item or ten (10) days after service of any suit or action, or within such shorter period as is reasonably required to enable MDC to defend the claim on time;
c) MDC shall, at MDC's expense, have sole control of the defense against and settlement of any such claim to the extent that it relates to any item furnished by MDC under this Agreement provided that MDC shall have first acknowledged its obligations to defend and indemnify Federal Express hereunder; and
d) Federal Express gives MDC all commercially reasonable assistance, at MDC's expense, in the defense of any such claim.
3) MDC shall have no obligation or liability with respect to any claim under Paragraph 30.A.1 above that an MDC Part furnished under this Agreement infringes or misappropriates a U.S. or foreign patent, trademark or copyright owned by a third party, when such item is manufactured pursuant to detailed Specifications or engineering drawings or designs furnished to MDC by Federal Express.
4) EXCEPT AS PROVIDED ABOVE, AND IN ADDITION TO THE LIABILITY OF MDC UNDER PARAGRAPH 30.A.1) ABOVE, MDC HEREBY AGREES TO INDEMNIFY, DE...
