Subject Patents Clause Samples
The 'Subject Patents' clause defines which patents are relevant to the agreement, typically specifying those owned or controlled by a party that are necessary for practicing the subject matter of the contract. This clause often outlines the scope of patents included, such as those existing at the time of the agreement or acquired during its term, and may clarify whether improvements or future patents are covered. Its core function is to clearly identify the intellectual property rights involved, ensuring both parties understand which patents are subject to licensing, use, or other contractual obligations, thereby reducing the risk of disputes over patent coverage.
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Subject Patents. The following provisions of this Section 8.1 will apply to ▇▇▇▇▇ Patents when subject to the exclusive licenses in Section 5.1(b), and then only with respect to the scope of such exclusive license (each such ▇▇▇▇▇ Patent, only when so subject, a “Subject Patent”). Other than for Subject Patents hereunder, all ▇▇▇▇▇ Patents will be referred to herein as “Other Patents”.
Subject Patents. As of the Effective Date and throughout the Term, GSK shall have the first right, but not the obligation, to prepare, file, prosecute and maintain each of the Patents within the ITEOS Technology and Joint Arising Technology (“Subject Patents”). The Patent Liaison for the Party responsible for preparation, filing, prosecution and maintenance (the “Controlling Party”) shall keep the other Party’s Patent Liaison reasonably informed on a regular basis regarding such activities, including by providing copies of any material communications or correspondence received from relevant patent authorities to such Patent Liaison, and without limiting the generality of the foregoing, provide the other Party’s Patent Liaison with a copy of any proposed filing or correspondence with any patent authority at least [***] days prior to the anticipated filing or submission date thereof to allow such other Party to have a reasonable opportunity to comment and consult on, all such filings or correspondence, and the Controlling Party shall implement all such reasonable comments of the other Party with respect thereto. The Controlling Party will give reasonable notice to the other Party, but in any event at least [***] days advance written notice, before determining to abandon the prosecution, maintenance or defense of any Subject Patent, and the other Party shall, upon receipt of such notice, be entitled to assume and thereafter direct such prosecution, maintenance or defense activities. Upon provision of written notice by the other Party to the Controlling Party of its desire to assume control of such activities, the Controlling Party shall, and shall cause any patent counsel engaged by such Controlling Party to promptly transfer all relevant documents and records, and provide all such other necessary support to such other Party in order to promptly and fully transfer such activities to the other Party. In such circumstances, the Patent Liaison for the Controlling Party relinquishing direction of the prosecution, maintenance or defense activities will still be kept reasonably informed on a regular basis by the assuming Party’s Patent Liaison regarding, and provided with reasonable opportunity to comment and consult on, all such activities in compliance with the preceding principles in this Section 11.2.1 (Subject Patents) applied mutatis mutandis.
Subject Patents. (a) BMS Responsible. BMS shall have the sole right to prepare, file, Prosecute and Maintain Subject Patents (once a Patent becomes a Subject Patent) throughout the world, at BMS's cost and expense. BMS shall have the right to broaden the scope of the claims in the Subject Patents as supported by the disclosures. BMS shall provide Tranzyme reasonable opportunity to review and comment on such prosecution efforts regarding such Subject Patents. BMS shall provide Tranzyme with a copy of material communications from any patent authority regarding such Subject Patents, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses for Tranzyme's review and comment. BMS shall consider such reasonable comments by Tranzyme in connection with the prosecution of Subject Patents, and shall implement as appropriate such comments by Tranzyme with respect to Subject Patents. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Subject Patents. Each Assignor covenants and agrees to use its reasonable best efforts to provide to the Administrative Agent, within 30 days of the Initial Borrowing Date (or such later date as is acceptable to the Collateral Agent in its sole discretion), copies of any Subject Patent Agreements, provided, however, that if no Subject Patent Agreements are produced within 30 days of the Initial Borrowing Date, the Borrower or such other applicable Assignor shall take all actions required pursuant to the terms of this Agreement with respect to Patents in existence on the Initial Borrowing Date to perfect the Secured Creditors’ security interest in such Assignor’s rights to such Subject Patent.
Subject Patents. [*] -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. CG'S THIRD PARTY AGREEMENTS [*] -------------------- * Certain information on this page has been omitted and filed separately with the Commission. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 80 EXHIBIT 6.1.1 FTE RATE CALCULATION [*] -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion.
Subject Patents. Subject to the terms and conditions of this Agreement and effective upon BMS designating a compound as a Collaboration Lead, Tranzyme, for itself and on behalf of its Affiliates, and employees, subcontractors, consultants and agents of any of the foregoing, agrees to assign and hereby does assign (effective upon such designation), all right title and interest in and to any Subject Patent to BMS. Tranzyme shall cooperate, and shall cause the foregoing persons and entities to cooperate, with BMS to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership at BMS's expense.