Priority Filings Sample Clauses

Priority Filings. When a MTI Invention or Joint Invention has been made which may reasonably be considered to be patentable, MTI promptly shall file a United States priority patent application, and, in the case of a Joint Invention, shall assign such patent application jointly to Sankyo and MTI. When a Sankyo Invention has been made which may reasonably be considered to be patentable, Sankyo promptly shall file a Japanese priority patent application. MTI shall give Sankyo an opportunity to review the text of an application for a Joint Invention before filing, and shall supply Sankyo with a copy of the application as filed, together with a note of its filing date and serial number.
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Priority Filings. When an Invention has been made which may reasonably be considered to be patentable, (a) Xxxxxxx-Xxxxx in the case of (i) all Xxxxxxx-Xxxxx Inventions, (ii) those Joint Inventions that constitute composition of matter and related use inventions (including without limitation Joint Inventions that constitute Program Antibodies, Products or related Materials necessary solely for the production or use of Program Antibodies or Products or the use of Program Antibodies or Products), and (iii) those Ixsys Inventions that constitute BR96 Antibodies, human or humanized BR96 antibodies, L6 Antibodies, human or humanized L6 antibodies or Products containing BR96 Antibodies, human or humanized BR96 antibodies, L6 Antibodies, human or humanized L6 antibodies, or related Materials necessary solely for the production or use of any of the foregoing or the use of Program Antibodies or Products, and (b) Ixsys in the case of all other Joint Inventions and all other Ixsys Inventions, shall file a priority patent application in the United States as soon as reasonably practicable. The party filing the application shall give the other party an opportunity to review the text of the application before filing, shall control the preparation and filing of such application, and shall supply the other party with a copy of the application as filed, together with notice of its filing date and serial number.
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Priority Filings. When a Versicor Invention or a Joint Invention has been made which may reasonably be considered to be patentable and as to which Novartis is licensed under this Agreement, a priority patent application shall be filed by Versicor in the United States as soon as reasonably possible with a patent counsel selected by Novartis in the case of a Joint Invention. Versicor shall give Novartis an opportunity to review the text of any application for a Joint Invention before filing and shall supply Novartis with a copy of the application as filed, together with a note of its filing date and serial number. The costs of such priority filings for Versicor Inventions and Joint Inventions shall be borne by Novartis.
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Priority Filings. When a LIGAND Invention, TAP Invention or Joint Invention has been made under the Research Program, such invention shall be promptly disclosed to the other party and the JRC as well as each party's respective patent counsel. The JRC shall consult with each party's respective patent counsel in its determination of whether such invention is a LIGAND, TAP, or Joint Invention. If the JRC and each party's respective patent counsel all agree on the determination of inventorship, such determination shall be conclusive. If, however, the JRC and the party's respective patent counsel cannot agree as to whether an invention is a LIGAND, TAP, or Joint Invention, the status of such an invention shall be determined pursuant to Article 20 of this Agreement. If a Joint Invention has been made under the Research Program, the JRC shall designate independent patent counsel that shall file such application, which shall be in the name of both parties as assignees or applicants as appropriate. The party or independent patent counsel filing the application with respect to a Joint Invention made under the Research Program shall give the other party an opportunity to review the text of the application before filing, and in good faith shall consider and incorporate the reasonable requests of the other party. The party or independent patent counsel filing the application with respect to any LIGAND or TAP Invention or Joint Invention made under the Research Program shall supply the other party with a copy of the application as filed, together with notice of its filing date and serial number. In the event that the JRC is no longer in existence and a determination regarding inventorship under this Section 13.2.1 is necessary, a designated representative of each party shall act in the place of the JRC under this Section 13.2.1.
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Priority Filings. When an Invention or Joint Invention has been made under the RESEARCH PROGRAM which may reasonably be considered to be patentable, a priority patent application shall be filed as soon as reasonably possible. As used in this Agreement, a "priority patent application" means a patent application that establishes a filing date under the Convention of Paris for the Protection of Industrial Property. If a Joint Invention has been made under the RESEARCH PROGRAM, SB shall have the first right, using in-house or outside legal counsel selected at SB's sole discretion, to prepare, file, prosecute, maintain and extend patent applications and patents concerning all such inventions and discoveries owned in whole by SB or jointly by SB and LIGAND in countries of SB's choice throughout the world with appropriate credit to LIGAND representatives, including the naming of such parties as inventors where appropriate and in accordance with the relevant legal requirements, for which SB shall bear the costs relating to such activities which occur at SB's request or direction. SB shall solicit the LRC's advice and review of the nature and text of such patent applications and important prosecution matters related thereto in reasonably sufficient time prior to filing thereof, and SB shall take into account the LRC's reasonable comments related thereto. If SB, prior or subsequent to filing certain patent applications on any inventions or discoveries which are owned in whole or in part by LIGAND, elects not to file, prosecute or maintain such patent applications or ensuing patents or certain claims encompassed by such patent applications or ensuing patents in any country of the TERRITORY, SB shall give LIGAND notice thereof within a reasonable period prior to allowing such patent applications or patents or such certain claims encompassed by such patent applications or patents to lapse or become abandoned or unenforceable, and LIGAND shall thereafter have the right, at its sole expense, to prepare, file, prosecute and maintain patent applications and patents or divisional applications related to such certain claims encompassed by such patent applications or patents concerning all such inventions and discoveries in countries of its choice throughout the world. The party filing the application with respect to an Invention or Joint Invention made under the RESEARCH PROGRAM shall give the other party an opportunity to review the text of the application before filing, and in good faith sh...
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Priority Filings. When an Invention or Joint Invention has been made under the Research Program which may reasonably be considered to be patentable, a priority patent application shall be filed as soon as reasonably possible. If a Joint Invention has been made under the Research Program, the parties shall designate mutually acceptable independent patent counsel which shall file such application which shall be in the name of both Parties. The Party filing the application with respect to an Invention or Joint Invention made under the Research Program shall give the other Party an opportunity to review the text of the application before filing, and in good faith shall consider and incorporate the reasonable requests of the other Party. The Party filing the application with respect to any Invention or Joint Invention made under the Research Program shall supply the other Party with a copy of the application as filed, together with notice of its filing date and serial number.
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Priority Filings. When a Gensia Sicor Invention or Joint Invention ---------------- has been made which may reasonably be considered to be patentable, Gensia Sicor promptly shall file a United States priority patent application, and, in the case of a Joint Invention, shall assign such patent application jointly to Sankyo and Gensia Sicor. When a Sankyo Invention has been made which may reasonably be considered to be patentable, Sankyo promptly shall file a Japanese priority patent application. Gensia Sicor shall give Sankyo an opportunity to review the text of an application for a Joint Invention before filing, and shall supply Sankyo with a copy of the application as filed, together with a note of its filing date and serial number.
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Related to Priority Filings

  • Lien Filings The Seller is not aware of any material judgment, ERISA or tax lien filings against the Seller.

  • Filings and Recordings The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

  • Maintenance of Approvals: Filings, Etc The Fund shall at all times maintain in effect, renew and comply with all the terms and conditions of all consents, filings, licenses, approvals and authorizations as may be necessary under any applicable law or regulation for its execution, delivery and performance of this Agreement and the other Related Documents to which it is a party.

  • Filings, Registrations and Recordings Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be in proper form for filing, registration or recordation.

  • Financing Statements and Other Filings; Maintenance of Perfected Security Interest The UCC financing statements (including fixture filings) prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing (and which UCC financing statements the Pledgors have been given an opportunity to review prior to filing) in each governmental, municipal or other office specified in Schedule 6 of this Agreement (or specified by notice from the applicable Pledgor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), and the filings required to be made pursuant to the last sentence of this Section 3.3 in the United States Patent and Trademark Office or United States Copyright Office in order to perfect the security interest in Pledged Collateral consisting of Patents, Trademarks and Copyrights, are all the filings, recordings and registrations necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all Pledged Collateral in which a security interest may be perfected by such filings, recordings or registrations. Each Pledgor represents and warrants that, as of the Closing Date, an appropriate Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement, as applicable, containing a description of all Intellectual Property Collateral consisting of Patents (and Patents for which applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) or registered Copyrights (and Copyrights for which registration applications are pending), as applicable, have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office or United States Copyright Office. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Reporting Obligations and Regulatory Approvals Applicable laws and regulations may require holders and beneficial owners of Shares, including the Holders and Beneficial Owners of ADSs, to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. Holders and Beneficial Owners of ADSs are solely responsible for determining and complying with such reporting requirements and obtaining such approvals. Each Holder and each Beneficial Owner hereby agrees to make such determination, file such reports, and obtain such approvals to the extent and in the form required by applicable laws and regulations as in effect from time to time. Neither the Depositary, the Custodian, the Company or any of their respective agents or affiliates shall be required to take any actions whatsoever on behalf of Holders or Beneficial Owners to determine or satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

  • Priority in Incidental Registrations If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Filings The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

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