Patent Purchase Sample Clauses

Patent Purchase. Nokia Tech and NSN, and Licensee will execute and deliver to each other, contemporaneously with this Agreement, a Patent Purchase Agreement in the form mutually agreeable by the Parties pursuant to which certain Assigned Nokia Patents will be transferred by Nokia, NSN, or their respective Subsidiaries to Licensee or its designated Related Company in accordance with the terms and conditions of the Patent Purchase Agreement.
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Patent Purchase. Xx. Xxxxxxxx agrees to and hereby does sell and transfer to NuVasive his entire right, title, and interest in U.S. Patent No. 5,769,781 entitled "Protector Retractor" ("the '781 Patent"). As a precondition to this transfer, Xx. Xxxxxxxx warrants that he is the owner of the entire right, title, and interest in the '781 Patent and that he has not previously assigned or licensed the '781 Patent and is not aware of any infringement issues or adverse claims of ownership to the '781 Patent. Subject to the preceding warrant, NuVasive agrees to: (1) purchase the '781 Patent from Xx. Xxxxxxxx for *** Dollars ($***); and (2) pay on a quarterly basis to Xx. Xxxxxxxx a royalty of *** percent (*** %) of Net Sales of any NuVasive nerve root retractor having EMG and pressure sensing capabilities ("Combination Nerve Root Retractor") and be based on both the EMG and pressure sensing functionalities. As used herein, "Net Sales" shall be defined as the actual invoiced price billed to the hospital and/or other professional end-users of *** Material has been omitted pursuant to a request for confidential treatment. the Combination Nerve Root Retractor, net of: sales commissions, returns, transportation charges and any applicable taxes. The royalty shall be paid to Xx. Xxxxxxxx within thirty (30) days of the end of each calendar quarter, and shall remain payable and due Xx. Xxxxxxxx for the period during which all patent claims in the '781 Patent, or any, later acquired patent rights to the Combination Nerve Root Retractor developed under this Agreement, remain valid and enforceable. The acceptance by Xx. Xxxxxxxx of any of the statements furnished or payments hereunder shall not preclude Xx. Xxxxxxxx from questioning the correctness at any time of any payments or statements. Upon reasonable notice and during regular business hours, NuVasive shall from time to time (but no more frequently than twice a year) make available its records of Net Sales and its calculations or payments to Xx. Xxxxxxxx (including its records of returns, transportation charges and any applicable taxes) for audit at Xx. Xxxxxxxx' expense by independent representatives selected by Xx. Xxxxxxxx to verify the accuracy of the payments provided to Xx. Xxxxxxxx. If such inspection reveals an underpayment of payments to Xx. Xxxxxxxx, NuVasive shall immediately pay to Xx. Xxxxxxxx the amount owing to him in accordance with the results of the inspection. Upon discovery of an understatement in the payments of ten ...
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Related to Patent Purchase

  • Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

  • Investment Purposes The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

  • Representations and Warranties of the Underwriter The Underwriter represents and warrants to, and agrees with, the Company:

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