TRADEMARK AND PATENT INFRINGEMENT. 7.1 In the event that any or all of the trademarks, trade names, patents, patents pending or trade secrets forming a part of the Technology and Present Technology or which form a part of or may form a part of the Developed Technology or know-how (hereinafter referred to as the "Patents and Trademarks") becomes the subject of litigation the Licensor hereby undertakes and agrees that it shall, at the cost of the Licensee, prosecute and/or defend such litigation, as the case may be, to the fullest extent possible including, but not limited to, all appeals possible in the event of such litigation resulting in a decision which results in the prohibition of the use of the Patents and Trademarks by the Licensee, or any Sublicensee or Sub-sublicensee. 7.2 The Licensee shall have the right during the continuance of this Agreement and subject to due compliance with the provisions of this Agreement and to the execution of such further documents relating to the use of Trade Marks as the Licensor may reasonably request, to use the Licensor's Trade Marks in marketing the Technology within the Designated Territory and for the purpose of describing itself as an official licensee of the Licensor and as authorized to utilize the Technology. 7.3 The Licensee agrees: (a) to comply with all reasonable instructions issued by the Licensor relating to the form and manner in which the Licensor's Trade Marks shall be used and to discontinue immediately upon notice from the Licensor any practice relating to the use of the Licensor's Trade Marks which in the Licensor's opinion would or might adversely affect the rights or interests of the Licensor or any Affiliate of the Licensor; and (b) not to contest the title of the Licensor (or any Affiliate company or any person from whom the Licensor obtained its rights to the Technology) to any Trade Marks, trade names, copyrights, patents or any other form of proprietary right in connection with the Technology not to effect any registrations thereof, and not to take any action to the detriment of their respective interests therein; and (c) for greater certainty, that as between the Licensee and the Licensor, except with respect to the terminable licensed use of the Technology under this Agreement, the Licensor retains the exclusive ownership of all right, title, benefit and interest in and to the Technology, and each and every improvement, enhancement, development of configuration thereto or thereof, each and every new, variant or other application thereof and all other rights, benefits and interests whatsoever, whether in rem or personal, of every description or kind, whensoever, howsoever or wheresoever derived or arising, attributable or relative thereto. 7.4 The Licensee shall promptly disclose to the Licensor for its ongoing use and the use of its licensees, all particulars of any improvement or further invention applicable to any of the Technology which is made or discovered by the Licensee or any of its employees or agents, or which comes to the Licensee's knowledge (whether or not the same be patented or patentable). The Licensor shall disclose any Improvements, when made or developed from time to time hereafter, to the Licensee for its ongoing use and the use of its permitted licensees, if any. For the purposes of this paragraph, "Improvements" means any and all improvements, enhancements, changes and modifications discovered or made by the Licensor to the Technology, patents, know-how and related materials and documentation and only as these Improvements relate to the patents referred to in Recital A herein and only in regard to the applications of the Technology specifically licensed to the Licensee pursuant to this Agreement.
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Samples: License and Distribution Agreement (Home Web Inc), License and Distribution Agreement (Duro Enzyme Products Inc)
TRADEMARK AND PATENT INFRINGEMENT. 7.1 In the event that CMI shall promptly notify SCJ in writing of, and submit specimens of any instances of, actual or all probable infringement known to CMI of the trademarks, trade names, patents, patents pending COMMERCIAL MARKS and/or LICENSED TECHNOLOGY. CMI shall likewise notify SCJ of any information or trade secrets forming notice that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the COMMERCIAL MARKS infringe trademark rights of others. SCJ shall notify CMI of any lawsuit filed against SCJ by a part third party alleging that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the Technology and Present Technology or which form a part COMMERCIAL MARKS infringe trademark rights of or may form a part of the Developed Technology or know-how (hereinafter referred to as the "Patents and Trademarks") becomes the subject of litigation the Licensor hereby undertakes and agrees that it shall, at the cost of the Licensee, prosecute and/or defend such litigation, as the case may be, to the fullest extent possible including, but not limited to, all appeals possible in the event of such litigation resulting in a decision which results in the prohibition of the use of the Patents and Trademarks by the Licensee, or any Sublicensee or Sub-sublicensee.
7.2 The Licensee others. SCJ shall have the right during to control, and bear the continuance of this Agreement and subject to due compliance with the provisions of this Agreement and to the execution of such further documents relating to the use of Trade Marks as the Licensor may reasonably request, to use the Licensor's Trade Marks in marketing the Technology within the Designated Territory and for the purpose of describing itself as an official licensee of the Licensor and as authorized to utilize the Technology.
7.3 The Licensee agrees:
(a) to comply with all reasonable instructions issued by the Licensor relating to the form and manner in which the Licensor's Trade Marks shall be used and to discontinue immediately upon notice from the Licensor any practice relating to the use of the Licensor's Trade Marks which in the Licensor's opinion would or might adversely affect the rights or interests of the Licensor or any Affiliate of the Licensor; and
(b) not to contest the title of the Licensor (or any Affiliate company or any person from whom the Licensor obtained its rights to the Technology) to any Trade Marks, trade names, copyrights, patents or any other form of proprietary right cost incurred in connection with the Technology prosecution and defense of any infringement actions relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY. Nonetheless, CMI shall have the right to participate in (at its own cost) and consult with SCJ in connection with such actions. SCJ shall give good faith consideration to any proposals or recommendations made by CMI regarding strategy or procedure in connection with prosecution or defense of any such infringement action. Any damage award against CMI or SCJ based on CMI’s infringement of a third party’s intellectual property rights shall be the sole responsibility of CMI. If SCJ decides, at its discretion, not to effect defend or continue to defend an infringement action relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY, including without limitation any registrations thereof, and decision not to take any action continue to maintain its trademark or patent rights challenged by such suit, CMI shall have the detriment right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense, including the right to maintain the applicable trademark registrations or patents in the name of their respective interests thereinand on behalf of SCJ; and
(c) for greater certaintyprovided, however, that nothing herein shall limit SCJ’s right to terminate any LICENSED BRAND and/or LICENSED TECHNOLOGY from the license granted herein pursuant to Section 18(l). If SCJ decides, at its discretion, not to prosecute or continue the prosecution of an infringement action against a third party, CMI shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense; provided, however, that any recovery obtained by CMI, net of CMI’s reasonable attorneys fees and court costs, as between the Licensee and the Licensor, except with respect to the terminable licensed use a result of its prosecution of an action for infringement of the Technology under this Agreement, LICENSED BRANDS or the Licensor retains LICENSED TECHNOLOGY (including damages awarded or payments made in connection with settlement) shall be treated as though they are Net Sales of SCJ LICENSED PRODUCTS in calculating the exclusive ownership of all right, title, benefit and interest in and royalties payable to the Technology, and each and every improvement, enhancement, development of configuration thereto or thereof, each and every new, variant or other application thereof and all other rights, benefits and interests whatsoever, whether in rem or personal, of every description or kind, whensoever, howsoever or wheresoever derived or arising, attributable or relative thereto.
7.4 The Licensee shall promptly disclose to the Licensor for its ongoing use and the use of its licensees, all particulars of any improvement or further invention applicable to any of the Technology which is made or discovered by the Licensee or any of its employees or agents, or which comes to the Licensee's knowledge (whether or not the same be patented or patentable). The Licensor shall disclose any Improvements, when made or developed from time to time hereafter, to the Licensee for its ongoing use and the use of its permitted licensees, if any. For the purposes of this paragraph, "Improvements" means any and all improvements, enhancements, changes and modifications discovered or made by the Licensor to the Technology, patents, know-how and related materials and documentation and only as these Improvements relate to the patents referred to in Recital A herein and only in regard to the applications of the Technology specifically licensed to the Licensee SCJ pursuant to this Agreement.Section 17 hereof. Table of Contents
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TRADEMARK AND PATENT INFRINGEMENT. 7.1 In the event that CMI shall promptly notify SCJ in writing of, and submit specimens of any instances of, actual or all probable infringement known to CMI of the trademarks, trade names, patents, patents pending COMMERCIAL MARKS and/or LICENSED TECHNOLOGY. CMI shall likewise notify SCJ of any information or trade secrets forming notice that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the COMMERCIAL MARKS infringe trademark rights of others. SCJ shall notify CMI of any lawsuit filed against SCJ by a part third party alleging that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the Technology and Present Technology or which form a part COMMERCIAL MARKS infringe trademark rights of or may form a part of the Developed Technology or know-how (hereinafter referred to as the "Patents and Trademarks") becomes the subject of litigation the Licensor hereby undertakes and agrees that it shall, at the cost of the Licensee, prosecute and/or defend such litigation, as the case may be, to the fullest extent possible including, but not limited to, all appeals possible in the event of such litigation resulting in a decision which results in the prohibition of the use of the Patents and Trademarks by the Licensee, or any Sublicensee or Sub-sublicensee.
7.2 The Licensee others. SCJ shall have the right during to control, and bear the continuance of this Agreement and subject to due compliance with the provisions of this Agreement and to the execution of such further documents relating to the use of Trade Marks as the Licensor may reasonably request, to use the Licensor's Trade Marks in marketing the Technology within the Designated Territory and for the purpose of describing itself as an official licensee of the Licensor and as authorized to utilize the Technology.
7.3 The Licensee agrees:
(a) to comply with all reasonable instructions issued by the Licensor relating to the form and manner in which the Licensor's Trade Marks shall be used and to discontinue immediately upon notice from the Licensor any practice relating to the use of the Licensor's Trade Marks which in the Licensor's opinion would or might adversely affect the rights or interests of the Licensor or any Affiliate of the Licensor; and
(b) not to contest the title of the Licensor (or any Affiliate company or any person from whom the Licensor obtained its rights to the Technology) to any Trade Marks, trade names, copyrights, patents or any other form of proprietary right cost incurred in connection with the Technology prosecution and defense of any infringement actions relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY. Nonetheless, CMI shall have the right to participate in (at its own cost) and consult with SCJ in connection with such actions. SCJ shall give good faith consideration to any proposals or recommendations made by CMI regarding strategy or procedure in connection with prosecution or defense of any such infringement action. Any damage award against CMI or SCJ based on CMI’s infringement of a third party’s intellectual property rights shall be the sole responsibility of CMI. If SCJ decides, at its discretion, not to effect defend or continue to defend an infringement action relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY, including without limitation any registrations thereof, and decision not to take any action continue to maintain its trademark or patent rights challenged by such suit, CMI shall have the detriment right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense, including the right to maintain the applicable trademark registrations or patents in the name of their respective interests thereinand on behalf of SCJ; and
(c) for greater certaintyprovided, however, that nothing herein shall limit SCJ’s right to terminate any LICENSED BRAND and/or LICENSED TECHNOLOGY from the license granted herein pursuant to Section 18(l). If SCJ decides, at its discretion, not to prosecute or continue the prosecution of an infringement action against a third party, CMI shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense; provided, however, that any recovery obtained by CMI, net of CMI’s reasonable attorneys fees and court costs, as between the Licensee and the Licensor, except with respect to the terminable licensed use a result of its prosecution of an action for infringement of the Technology under this Agreement, LICENSED BRANDS or the Licensor retains LICENSED TECHNOLOGY (including damages awarded or payments made in connection with settlement) shall be treated as though they are Net Sales of SCJ LICENSED PRODUCTS in calculating the exclusive ownership of all right, title, benefit and interest in and royalties payable to the Technology, and each and every improvement, enhancement, development of configuration thereto or thereof, each and every new, variant or other application thereof and all other rights, benefits and interests whatsoever, whether in rem or personal, of every description or kind, whensoever, howsoever or wheresoever derived or arising, attributable or relative thereto.
7.4 The Licensee shall promptly disclose to the Licensor for its ongoing use and the use of its licensees, all particulars of any improvement or further invention applicable to any of the Technology which is made or discovered by the Licensee or any of its employees or agents, or which comes to the Licensee's knowledge (whether or not the same be patented or patentable). The Licensor shall disclose any Improvements, when made or developed from time to time hereafter, to the Licensee for its ongoing use and the use of its permitted licensees, if any. For the purposes of this paragraph, "Improvements" means any and all improvements, enhancements, changes and modifications discovered or made by the Licensor to the Technology, patents, know-how and related materials and documentation and only as these Improvements relate to the patents referred to in Recital A herein and only in regard to the applications of the Technology specifically licensed to the Licensee SCJ pursuant to this Agreement.Section 17 hereof. 23
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Samples: Technology License Agreement
TRADEMARK AND PATENT INFRINGEMENT. 7.1 In the event that POLYMER shall promptly notify SCJ in writing of, and submit specimens of any instances of, actual or all probable infringement known to POLYMER of the trademarks, trade names, patents, patents pending CHEMICAL MARKS. POLYMER shall likewise notify SCJ of any information or trade secrets forming notice that the CHEMICAL MARKS infringe trademark rights of others. SCJ shall notify POLYMER of any lawsuit filed against SCJ by a part third party alleging that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the Technology and Present Technology or which form a part CHEMICAL MARKS infringe trademark rights of or may form a part of the Developed Technology or know-how (hereinafter referred to as the "Patents and Trademarks") becomes the subject of litigation the Licensor hereby undertakes and agrees that it shall, at the cost of the Licensee, prosecute and/or defend such litigation, as the case may be, to the fullest extent possible including, but not limited to, all appeals possible in the event of such litigation resulting in a decision which results in the prohibition of the use of the Patents and Trademarks by the Licensee, or any Sublicensee or Sub-sublicensee.
7.2 The Licensee others. SCJ shall have the right during to control, and bear the continuance of this Agreement and subject to due compliance with the provisions of this Agreement and to the execution of such further documents relating to the use of Trade Marks as the Licensor may reasonably request, to use the Licensor's Trade Marks in marketing the Technology within the Designated Territory and for the purpose of describing itself as an official licensee of the Licensor and as authorized to utilize the Technology.
7.3 The Licensee agrees:
(a) to comply with all reasonable instructions issued by the Licensor relating to the form and manner in which the Licensor's Trade Marks shall be used and to discontinue immediately upon notice from the Licensor any practice relating to the use of the Licensor's Trade Marks which in the Licensor's opinion would or might adversely affect the rights or interests of the Licensor or any Affiliate of the Licensor; and
(b) not to contest the title of the Licensor (or any Affiliate company or any person from whom the Licensor obtained its rights to the Technology) to any Trade Marks, trade names, copyrights, patents or any other form of proprietary right cost incurred in connection with the Technology prosecution and defense of any infringement actions relating to the SCJ LICENSED PRODUCTS or CHEMICAL MARKS. Nonetheless, POLYMER shall have the right to participate in (at its own cost) and consult with SCJ in connection with such actions. SCJ shall give good faith consideration to any proposals or recommendations made by POLYMER regarding strategy or procedure in connection with prosecution or defense of any such infringement action. Any damage award against POLYMER or SCJ based on POLYMER’s infringement of a third party’s intellectual property rights shall be the sole responsibility of POLYMER. If SCJ decides, at its discretion, not to effect defend or continue to defend an infringement action relating to the SCJ LICENSED PRODUCTS or CHEMICAL MARKS, including without limitation any registrations thereof, and decision not to take any action continue to maintain its trademark rights challenged by such suit, POLYMER shall have the detriment right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense, including the right to maintain the applicable trademark registrations in the name of their respective interests thereinand on behalf of SCJ; and
(c) for greater certaintyprovided, however, that as between nothing herein shall limit SCJ’s right to terminate any LICENSED BRAND from the Licensee and the Licensor, except with respect license granted herein pursuant to the terminable licensed use of the Technology under this Agreement, the Licensor retains the exclusive ownership of all right, title, benefit and interest in and to the Technology, and each and every improvement, enhancement, development of configuration thereto or thereof, each and every new, variant or other application thereof and all other rights, benefits and interests whatsoever, whether in rem or personal, of every description or kind, whensoever, howsoever or wheresoever derived or arising, attributable or relative thereto.
7.4 The Licensee shall promptly disclose to the Licensor for its ongoing use and the use of its licensees, all particulars of any improvement or further invention applicable to any of the Technology which is made or discovered by the Licensee or any of its employees or agents, or which comes to the Licensee's knowledge (whether or not the same be patented or patentableSection 15(j). The Licensor If SCJ decides, at its discretion, not to prosecute or continue the prosecution of an infringement action against a third party, POLYMER shall disclose any Improvements, when made or developed from time have the right to time hereafter, to the Licensee for do so (unless SCJ has a reasonable objection thereto) at its ongoing use sole cost and the use of its permitted licensees, if any. For the purposes of this paragraph, "Improvements" means any and all improvements, enhancements, changes and modifications discovered or made by the Licensor to the Technology, patents, know-how and related materials and documentation and only as these Improvements relate to the patents referred to in Recital A herein and only in regard to the applications of the Technology specifically licensed to the Licensee pursuant to this Agreementexpense.
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