THE PATENTS Clause Samples
The "THE PATENTS" clause defines the rights and obligations of the parties regarding patents that are relevant to the agreement. Typically, this clause specifies which patents are covered, who owns them, and how they may be used, licensed, or enforced during the term of the contract. For example, it may clarify whether one party grants the other a license to use certain patented technology or restricts the use of patents to specific purposes. The core function of this clause is to allocate intellectual property rights and responsibilities, thereby preventing disputes over patent use and ensuring both parties understand their rights regarding patented inventions.
THE PATENTS. We have assumed in this agreement that the inventor does not wish to become involved in the expense and time of a patent application. Instead, he is happy to allow the buyer to apply at his own ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
THE PATENTS. 4.1. During the life of this Agreement Licensor in its sole discretion shall decide what steps shall be taken to obtain patents that have been applied for and to maintain the patents already granted. All costs connected with the maintenance and issuance of patents shall be paid by Licensor.
4.2. Licensee has been informed that Licensor may at its sole discretion discontinue the maintenance of the Licensed Patents or part thereof, and Licensee agrees that it shall not have any right of compensation or any other claim against Licensor based on the fact that the Licensed Patents or some of them may lapse.
THE PATENTS. The original patent application, any patents resulting from said original patent application either directly or indirectly, and any other patent applications or patents granted on The Inventions will be referred to herein as "The Patents".
THE PATENTS. 14.1 DISTRIBUTOR agrees that any Products distributed, promoted, marketed and sold by it will be marked with a notice of patent rights to be provided in due time by HHC, if necessary or required by applicable law to enable the Patents to be enforced to the maximum degree.
14.2 DISTRIBUTOR shall co-operate with HHC as may be reasonably requested by HHC for the purpose of filing for and obtaining patent extensions and supplementary or complementary protection certificates, if available, of the Patents under the relevant applicable laws of the Territory.
14.3 HHC hereby undertakes that it shall use commercially reasonable efforts for the purpose of causing ▇▇▇▇▇▇▇▇ to comply with its obligations under the ▇▇▇▇▇▇▇▇ Agreement with regard to prosecution, maintenance, defence and enforcement of the Patents in the Territory.
14.4 DISTRIBUTOR shall promptly inform HHC in writing upon its becoming aware of any possible third party infringement of the Patents. HHC shall thereafter promptly report the case to ▇▇▇▇▇▇▇▇ in accordance with the relevant provisions of the ▇▇▇▇▇▇▇▇ Agreement, for appropriate action by ▇▇▇▇▇▇▇▇ and/or HHC. DISTRIBUTOR shall provide assistance, bearing exclusively its own reasonable internal costs (where reasonable internal costs in no event shall exceed 10 FTE days), as may be reasonably requested by HHC.
14.5 DISTRIBUTOR shall promptly inform HHC in writing upon its becoming aware of any notice or claim that the distribution, promotion, marketing and sale of the Products in the Territory for the Field in accordance with the terms and conditions of this Agreement infringe any third party’s patent rights, or in the event of the commencement of any suit or action for infringement of any such third party’s rights. HHC shall therefore promptly report the case to ▇▇▇▇▇▇▇▇ in accordance with the relevant provisions of the ▇▇▇▇▇▇▇▇ Agreement, for appropriate action. DISTRIBUTOR shall not settle or compromise any such suit or action without the prior written consent of HHC and shall provide assistance, bearing exclusively its own reasonable internal costs (where reasonable internal costs in no event shall exceed 10 FTE days), as may be reasonably requested by HHC.
14.6 DISTRIBUTOR shall fully co-operate with HHC in connection with any action or proceeding relating to the validity of the Patent, including if required being joined as a necessary party to such action or proceeding.
THE PATENTS. In accordance with and subject to the provisions of this Agreement, SB in addition agrees to sell to the extent it has the right to sell and without any guarantee as to or warranty in respect of title, and where necessary to procure the sale on the same basis by the relevant Affiliate of SB and ICN agrees to purchase with effect from the Completion Date the following:
THE PATENTS. 3.1 The Licensor shall not amend the specification of the Patents without the p or approval writing of the Licensee which approval shall not be unreasonably withheld.
3.2 Nothing herein shall impose an obligation on the Licensor to defend any action or proceeding in which a claim or counter-claim is made for revocation of any of the Patents but should the Licensor decide to defend the Patents it shall do so at its own cost.
THE PATENTS. 13.1. LICENSEE shall mark, and shall cause its Affiliates and permitted sublicensees to mark, any Product Commercialized by it with a notice of patent rights or indicia as necessary or desirable under applicable law to enable the Patents to be enforced to the maximum extent permissible under applicable laws.
13.2. LICENSEE shall co-operate with LICENSOR and perform such activities, at LICENSOR’s cost and expense, as may be reasonably requested by LICENSOR from time to time for the purpose of filing for and obtaining patent extensions and supplementary or complementary protection certificates, if available, of the Patents under the relevant applicable laws of each country of the Territory. In addition, LICENSEE shall at the reasonable request of LICENSOR, use Commercially Reasonable Efforts to cooperate with LICENSOR in connection with any Proceeding relating to the validity of the Patents, including, if so required under applicable law, by being joined as a necessary party to any such Proceeding. LICENSOR will reimburse LICENSEE for [**] percent ([**]%) of all reasonable out-of-pocket costs incurred by LICENSEE in joining any such Proceeding.
13.3. Subject to Article 13.4, LICENSOR has the first right to, at LICENSOR’s discretion and expense, file, conduct prosecution with respect to, and maintain, all Patents, in LICENSOR’s name, but LICENSOR shall consult in good faith with LICENSEE regarding such prosecution. LICENSEE will reimburse LICENSOR for [**] percent ([**]%) of all reasonable out-of-pocket costs incurred by LICENSOR in filing, prosecuting, and maintaining the Patents in the Territory within [**] after receipt of any invoice therefor. LICENSOR shall use Commercially Reasonable Efforts to file, conduct prosecution with respect to, and maintain, all Patents sublicensed to LICENSEE under the [**] Contract.
13.4. Subject to Article 13.3, in the event that LICENSOR elects not to seek or continue to seek or maintain patent protection on any Patent in any country in the Territory, with the intent to abandon such Patent without filing any divisional, continuation, continuation-in-part or replacement thereof, then LICENSEE shall have the right (but not the obligation), at its expense, to seek, prosecute and maintain patent protection on such Patent in such country in the Territory in its own name (except that, with respect to any Patent sublicensed to LICENSEE under the [**] Contract, LICENSEE shall only have such right to the extent permitted under the [...
THE PATENTS the Applications and the Future Patents shall be held and enjoyed by Assignee, for Assignee’s own use and benefit, and for Assignee’s legal representatives and assigns, to the full end of the term or terms of the Patents and the Future Patents, as fully and entirely as the same would have been held by Assignor had this assignment and sale not been made; and for the aforesaid consideration, Assignor hereby covenants, agrees and undertakes to execute promptly or cause to be executed promptly, whenever requested by Assignee, all patent applications, assignments, lawful oaths and any other papers which Assignee may deem necessary or desirable for securing to Assignee or for maintaining for Assignee all of the Patents, the Applications and the Future Patents hereby assigned or agreed to be assigned, all without further compensation to Assignor, but at the reasonable and pre-approved cost and expense of the Assignee, its successors, legal representatives, and assigns. It is agreed that Assignor shall be legally bound, upon request of Assignee or its successors or assigns or a legal representative thereof, to supply all information and evidence of which the undersigned has knowledge or possession, relating to the making and practicing of the Patents and to testify in any legal proceeding relating thereto without further compensation to Assignor, but at the reasonable and pre-approved cost and expense of the Assignee, its successors, legal representatives, and assign.
THE PATENTS. 8.1 The Licensor or the Licensee (as the case may be) shall at the other's written request and cost execute a license in such terms as may be required by or permissible under the relevant Law (but substantially as far as possible in the form set out in schedule 2) in respect of the Patents for registration by the other (and at the other's costs) at the relevant Patent Offices in the Territory so that this present Agreement shall not in any circumstances be registered or recorded unless the parties are required by law so to do. If there shall be any inconsistencies between the terms of any such formal license and the provisions of this Agreement the latter shall prevail.
THE PATENTS. At the Closing, the Company and the Buyer will enter into and deliver a license agreement in form and content reasonably satisfactory to Buyer and the Company (the “License Agreement”).