Prosecution Rights Sample Clauses

Prosecution Rights. Sony shall have the sole right to commence ------------------ and conduct all proceedings relating to the Trademark, and without restricting the generality of the foregoing, Sony shall at its own expense and its own sole discretion, prosecute, defend or settle all suits or proceedings arising out of any claim of unfair competition, passing-off or infringement of the copyright or trademark rights in the Trademark or any other claims made by any third parties in connection with the Trademark; provided, however, that Sony shall prosecute any such claim or proceeding which involves infringement of the Trademark by a third party where such infringement consists of unauthorized use of the Trademark in connection with a movie theater or theaters, unless Sony in its reasonable judgment determines not to do so, and that LTM shall give Sony prompt written notice of suits or threats of suits concerning these matters against LTM, the Subsidiaries or Sony. LTM agrees to cooperate, and LTM agrees to have the Subsidiaries cooperate, at Sony's cost, in any reasonable manner deemed necessary by Sony, in the prosecution, defense or settlement of any suits or proceedings as referred to herein. Nothing contained herein shall be construed as obligating Sony to bring or defend any proceedings in respect of the Trademark.
Sample 1
AutoNDA by SimpleDocs
Prosecution Rights. On and after the Closing Date, the expenses for prosecuting each Covered Patent (including without limitation any taxes, annuities and maintenance fees for any pending application and/or issued patent corresponding to each Covered Patent), and for the issuance of the respective patent shall be borne by NetRatings. JMM agrees to furnish NetRatings with all documents and other assistance, as such may be necessary, for the prosecution of each application. JMM agrees that it will not challenge the validity or enforceability of the Covered Patents, and will not assist, assign or cooperate, directly or indirectly, in (i) challenging the validity or enforceability of any claims of the Covered Patents in any action or (ii) defending any third party in an infringement action asserted by NetRatings related to the Covered Patents.
Sample 1
Prosecution Rights. (a) [***]. (b) The Parties will, through the JSC, designate which of them shall be the Rights Owner with respect to Foreground IP. The Rights Owner will, acting through patent counsel or agents mutually acceptable to the Parties, shall be responsible for the preparation, filing, prosecution and maintenance of such Patent Rights, with the expense of such preparation, filing, prosecution and maintenance shared by the Parties equally. (c) At the Rights Owner’s request, the other Party shall cooperate with and assist the Rights Owner in all reasonable respects, in connection with the Rights Owner’s preparation, filing, prosecution (including review and comments regarding responses to office actions and/or official actions from worldwide patent offices) and maintenance of such Patent Rights.
Sample 1
Prosecution Rights. (a) As of the Effective Date, pursuant to section 7.1 of the Penn Other Fields License Agreement, Penn controls the preparation, prosecution and maintenance of the Penn Patent Rights (as defined in the Penn Other Fields License Agreement) and the selection of patent counsel, with input from Apellis. (b) As between the Parties, Apellis will have the first right (but not the obligation) to prepare, file, prosecute, and maintain (collectively, “Prosecute”) (i) all Apellis Patent Rights, other than Joint Patent Rights, in Apellis’ name and (ii) all Joint Patent Rights in both Parties’ names. Subject to Section 11.5.3(f) (Additional Covenants of Apellis), in the event that Apellis declines to Prosecute any Apellis Patent Rights, other than Joint Patent Rights, in the Sobi Territory or any Joint Patent Rights, it shall give Sobi reasonable notice to this effect, sufficiently in advance to permit Sobi to undertake such Prosecution in any applicable country without a loss of rights, and thereafter Sobi may, upon written notice to Apellis, Prosecute such Patent Rights in the owning Party(ies)’ name(s). (c) As between the Parties, Sobi will have the sole right (but not the obligation) to Prosecute the Sobi Patent Rights, other than Joint Patent Rights, in Sobi’s name. (d) The Party Prosecuting any given Apellis Patent Rights or Sobi Patent Rights (for the avoidance of doubt, including Joint Patent Rights) (the “Prosecuting Party”) shall keep the other Party reasonably informed as to material developments with respect to the Prosecution of such Patent Rights that encompass any Product specifically or generically. The Prosecuting Party shall (i) provide the other Party the timely opportunity to have reasonable input into the strategic aspects of such Prosecution and shall consider such other Party’s input with respect to such strategic aspects in good faith, (ii) promptly provide to the other Party drafts of all material patent-related filings and communications related to such Patent Rights, including copies of office actions or other correspondence that the Prosecuting Party receives from any patent office, drafts of office action responses, and other material correspondence that the Prosecuting Party provides to any patent office, and copies and drafts of all interferences, reissues, re-examinations, oppositions, and requests for Patent Term Extensions, in each case, for such other Party’s review and comment, and (iii) consider in good faith any reasonable comments...
Sample 1
Prosecution Rights. As between the Parties, Lilly, at its sole expense, shall be primarily responsible for the Patent Prosecution of all Lilly Patent Rights, Aduro Patent Rights, and Joint Patent Rights. Aduro shall cooperate with and assist Lilly in all reasonable respects in connection with Lilly’s Patent Prosecution of such Patent Rights. If Lilly decides to cease prosecution or to allow to lapse any Lilly Patent Right, Aduro Patent Right, or Joint Patent Right, it shall inform Aduro of such decision or cessation promptly and, in any event, so as to provide Aduro a reasonable amount of time to meet any applicable deadline to establish or preserve such Patent Rights. Aduro shall have the right, but not the obligation, to assume sole responsibility for continuing the prosecution of such Patent Rights and paying any required Patent Costs to maintain such Patent Rights or defend such Patent Rights; provided that Aduro shall not have the right to continue prosecuting any such Patent Rights to the extent that Lilly’s notice pursuant to the foregoing sentence states that Lilly is ceasing such prosecution to benefit the Product and provides a commercially reasonable justification for such strategy. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Sample 1
Prosecution Rights. CTI will have the sole right, but not the obligation, to, at its own expense, prosecute any Patent claiming any Pre-Existing Invention, Sponsored Research Invention, or any Hope Heart Oncology Invention. The Hope hereby irrevocably designates CTI and its agents as The Hope’s agents and its attorneys-in-fact to act for and on its behalf and instead of it, to execute and file any such document and to do all other lawfully permitted acts to further the prosecution and issuance of Patents. CTI shall consult with The Hope regarding the prosecution of any such Patent applications by providing The Hope a reasonable opportunity to review and comment on all proposed submissions to any patent office before submittal; provided, however, that CTI shall have no obligation to implement or incorporate any such comments other than to consider them in good faith. In the event The Hope wishes CTI to prosecute such a Patent outside the Field of Oncology and Supportive Care Applications, The Hope may request that CTI do so, and CTI may determine, in its reasonable discretion, whether it wishes to do so. If CTI declines to do so, the parties shall cooperate to allow The Hope to prosecute such Patent at its own expense. The Hope shall, and shall cause its agents and employees to, furnish CTI with all documents and other assistance, as such may be necessary, for the prosecution of each application.
Sample 1
Prosecution Rights 
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Prosecution Rights

  • Prosecution of Patents (a) Licensed [***] Patents, Licensed Product Improvement Patents, and Joint Patents relating to Licensed Products. Except as otherwise provided in this Section 12.3(a), as between the Parties, Takeda shall have the sole right and authority to prepare, file, prosecute and maintain the Licensed [***] Patent, Licensed Product Improvement Patents, and, where relating to Licensed Products, Joint Patents (collectively, the “[***] Patent Prosecution”) on a worldwide basis (including the right to defend in patent office proceedings such as inter partes reviews, post grant reviews and oppositions).Takeda shall bear all costs of preparation, filing, prosecution and maintenance of the [***] Patent Prosecution in the Territory. Provided that Ultragenyx’s rights with respect to the applicable Licensed Product have not terminated, Takeda, upon Ultragenyx’s request, shall provide Ultragenyx a reasonable opportunity to review and comment on material communications from any patent authority in the Territory regarding the [***] Patent Prosecution and drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. Takeda shall consider Ultragenyx’s comments regarding such communications and drafts in good faith with a view to maximizing the Patent protection and scope in the Territory in the Ultragenyx Field. If Ultragenyx’s rights with respect to the applicable Licensed Product have not terminated and Takeda determines in its sole discretion to abandon or not maintain any Licensed [***] Patent, Licensed Product Improvement Patent, or, where relating to Licensed Products, Joint Patent that is being prosecuted or maintained by Takeda in the Territory and that is applicable to the in the Ultragenyx Field, then Takeda shall provide Ultragenyx with written notice of such determination within a period of time reasonably necessary to allow Ultragenyx to determine, in its sole discretion, its interest in such Patent(s) (which notice by Takeda shall be given no later than sixty (60) days prior to the final deadline for any pending action or response that may be due with respect to such Patent(s) with the applicable patent authority). If Ultragenyx provides timely written notice expressing its interest in continuing to support such Patent(s), Ultragenyx shall have the right to pursue the filing or support the continued prosecution or maintenance of such Patents and Takeda shall provide to Ultragenyx, subject to reimbursement of Takeda’s out-of-pocket costs, all unpublished patent applications and any other information and documents necessary to permit Ultragenyx to take such action to establish or preserve any such Patents. If Ultragenyx pursues the filing or support of such Patents and Takeda continues to pursue a Licensed [***] Product in the Takeda Field, it shall provide Takeda a reasonable opportunity to review and comment on material communications from any patent authority in the Territory regarding such Patents and drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. Ultragenyx shall consider Takeda’s comments regarding such communications and drafts in good faith.

  • Prosecution Hospital shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and patents included in Patent Rights. Company shall reimburse Hospital for Patent Costs incurred by Hospital relating thereto in accordance with Section 4.2.

  • Patent Prosecution 6.1 UNIVERSITY has or shall apply for and seek prompt issuance of and maintain during the term of this Agreement the PATENT RIGHTS in the United States and in such foreign countries as may be designated by LICENSEE in a written notice to UNIVERSITY within a reasonable time in advance of the required foreign filing dates. LICENSEE shall have the opportunity to advise and cooperate with UNIVERSITY in the prosecution, filing and maintenance of such patents. If UNIVERSITY decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then UNIVERSITY shall provide written notice to LICENSEE, and LICENSEE shall have the right at its sole expense to assume control of the preparation, filing, prosecution and maintenance of such patent application or patent. If LICENSEE no longer wishes to support the prosecution or maintenance of any patent or patent application covered by the PATENT RIGHTS, then LICENSEE shall provide written notice to UNIVERSITY, and LICENSEE shall not be responsible for such corresponding patent expenses that are incurred subsequent to the date of receipt by UNIVERSITY of such written notice by LICENSEE; such returned patent or patent application shall be excluded from the PATENT RIGHTS. LICENSEE shall notify UNIVERSITY immediately if, at any time during the term of this Agreement, LICENSEE or any of its sublicensees does not qualify as a “Small Entity” as provided by the United States Patent and Trademark Office. 6.2 All fees and costs including attorneys’ fees relating to the filing, prosecution and maintenance of the PATENT RIGHTS whether incurred prior to or after the EFFECTIVE DATE of this Agreement shall be the responsibility of LICENSEE. LICENSEE shall not be required to reimburse the UNIVERSITY for any fees under this section that have been paid to the UNIVERSITY by prior licensees or any other third party. Fees and costs shall be paid by LICENSEE within thirty (30) days after receipt of UNIVERSITY’S invoice therefore. Payments pursuant to this Section 6.2 are not creditable against royalties. 6.3 LICENSEE shall own any new patent application, and any patent that issues therefrom, or new technology in the SLE FIELD developed independently of the UNIVERSITY and UNIVERSITY employees and shall not owe the UNIVERSITY any fee or royalty under section 4 relating to such a new patent application, and any patent that issues therefrom, or new technology.

  • Prosecution and Maintenance of Patent Rights (a) At the initiative of ProPhase or Licensor, the Parties shall consult in good faith with each other regarding the filing, prosecution, and maintenance of all Licensed Patents. The Licensed Patents shall be diligently filed, prosecuted and maintained by Licensor using reputable counsel. Licensor shall keep ProPhase reasonably informed with regard to the preparation, filing, prosecution, and maintenance of the Licensed Patents, including by providing ProPhase (or its designee) copies of office actions issued from patent offices, proposed responses to such office actions, and any other patent related filings, to be made to such patent authority in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for ProPhase to review and comment thereon. Licensor shall consider in good faith any such comments for incorporation into such draft. Licensor represents that during the Term that (a) all Licensed Patents will be diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) all Licensed Patents will be filed and maintained properly and correctly, (c) Licensor will pay all applicable fees on or before the due date for payment, and (d) all Licensed Patents will identify each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is filed. Prophase shall reimburse Global BioLife for reasonable attorney fees and patent office costs associated with the prosecution and maintenance of the Licensed Patents on a quarterly basis commencing on September 30, 2022. (b) If, at any time during the Term, the Parties may mutually agree that it is undesirable, as to one or more countries, to file, prosecute or maintain any Licensed Patent, then Global BioLife shall have discretion to refrain from filing, prosecuting and/or maintaining any Licensed Patent or permitting the Licensed Patent to lapse. (c) The Parties shall cooperate with each other and discuss, in good faith, the Patent Rights within the Licensed Patents Covering the Licensed Compound and Licensed Products to enable Prophase to make filings with Regulatory Authorities, as required or allowed in connection with (A) in the United States, the FDA’s Orange Book and (B) outside the United States, under the national implementations of Article 10.l(a)(iii) of Directive 2001/EC/83 or other international equivalents thereof. Global BioLife shall cooperate with Prophase’s reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by applicable law. (d) The Parties shall cooperate in obtaining Patent Term Extensions pursuant to 35 U.S.C. § 156 and foreign counterparts and equivalents thereof, including supplementary protection certificates, to the extent such extensions are available with respect to the applicable Patent Rights (“Extension Activities”).

  • Notice of Litigation, Right to Prosecute, Etc No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

  • Prosecution of Work FIRST PARTY will employ a sufficient staff to prosecute the work diligently and continuously and will complete the work in accordance with the schedule of work approved by the CITY. (See Exhibit "A," Scope of Services).

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Patent Filing Prosecution and Maintenance 7.1 Except as otherwise provided in this Article 7, the IC agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to the Licensee. 7.2 Upon the IC’s written request, the Licensee shall assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all patent-related documents to the IC. In this event, the Licensee shall, subject to the prior approval of the IC, select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the IC. The IC shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the IC in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the IC sufficient opportunity to comment on any document that the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office. 7.3 At any time, the IC may provide the Licensee with written notice that the IC wishes to assume control of the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. If the IC elects to reassume these responsibilities, the Licensee agrees to cooperate fully with the IC, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and to provide the IC with complete copies of any and all documents or other materials that the IC deems necessary to undertake such responsibilities. The Licensee shall be responsible for all costs associated with transferring patent prosecution responsibilities to an attorney or agent of the IC’s choice. 7.4 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and permit each other to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, which comments and suggestions shall be considered by the other party.

  • Registration Rights of Third Parties Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!