Transfer of Patents. In the event of any sale, assignment, transfer, exclusive license, or other conveyance of any ownership interest in a Party’s Licensed Patents (“TRANSFER”), such Party shall (i) ensure that the purchaser, assignee, transferee, or exclusive licensee (“TRANSFEREE”) shall be bound by all applicable licenses, immunities, covenants, and restrictions contained in this Agreement, (ii) require that such Transferee agree in writing prior to any such Transfer to be bound by all licenses, immunities, covenants, and other restrictions hereunder, and (iii) ensure that such Transfer does not affect such Party’s right and ability to perform all of its obligations under this Agreement. In no event shall such Party be relieved or excused from any of its obligations under this Agreement as a result of such Transfer. Notwithstanding anything to the contrary contained in Section 10.12, each Party shall have the right to file this Agreement, and ASML shall have the right to file any sublicense agreement with Zeiss SMT (including, to the extent attached thereto, the Nikon-Zeiss SMT Patent Cross-License Agreement) or any summary or translation hereof or thereof with any patent office or other Governmental Authority in order to notify potential Transferees of the existence and terms of this Agreement or such sublicense as it relates to any Licensed Patents proposed to be Transferred, provided that prior to any such filing the other Party shall be given an opportunity to propose reasonable redactions to be made to the filed version of this Agreement or such sublicense and the Parties shall cooperate with respect to agreeing on such redactions. Each Party shall provide all reasonable cooperation requested by the filing Party, at the filing Party’s expense, including, without limitation, the execution, delivery and filing of any applicable instruments, notifications, forms, affidavits and the like. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.
Transfer of Patents. If, during the Term, Philips or any of its Affiliates assigns or transfers any of the Philips HDCP Series 2 Patents to a third party, Philips or the Affiliate concerned shall obtain from that third party an undertaking that it shall respect and maintain the license granted to Licensee and its Affiliates under this Agreement in accordance with its provisions.
Transfer of Patents. Any transfer of ownership (other than by license or sublicense) of the Patents by CombiMatrix shall be subject to CombiMatrix's obligations to Nanogen set forth in this Agreement.
Transfer of Patents. At Closing, Purchaser shall prepare and deliver to Novartis a draft assignment document for the transfer of the Patents from Novartis or its Affiliates to Purchaser in the Territory (the “Patent Assignment Documents”) in the form attached at Annex 13. Upon receipt of such Patent Assignment Documents, Novartis or its relevant Affiliate and Purchaser will promptly complete and execute the Patent Assignment Documents and Purchaser shall be responsible for filing the Patent Assignment Documents with the relevant patent registries at its sole cost and expense, including all filing costs, and external fees. Novartis’ sole obligation with regards to the transfer of the patents will be to properly execute the Patent Assignment Documents and any other documents required to register the transfer of the Patents in the Territory and to assist with related formalities and to give effect to the rights granted herein, including but not limited to any rights under the Canadian Patented Medicines (Notice of Compliance) Regulations and/or to cause its Affiliates to do same. Patents contained in Schedule 1 of Annex 2 shall be assigned to the Purchaser and Patents contained in Schedules 2 and 3 of Annex 2 shall be assigned to an Affiliate of the Purchaser as directed by the Purchaser. This Clause 10.7 shall survive Closing.
Transfer of Patents. Immersion agrees that any transfer or assignment of the Licensed Patents shall be subject to the licenses granted to Microsoft and Microsoft's Subsidiaries under this Agreement. [****].
Transfer of Patents. If, during the term of this Agreement, Philips or any of its Affiliates assigns or transfers any of the Philips UMTS/LTE Patents or grants an exclusive or sole license to a third party under any of the Philips UMTS/LTE Patents, Philips or the Affiliate concerned shall obtain from that third party an undertaking that it shall respect and maintain the license granted to Licensee and its Affiliates under this Agreement in accordance with its provisions.
Transfer of Patents. In the event that inventors wish to obtain patents assigned to themselves or in the names of the businesses to which the patents are licensed, they may do so by returning to the university the actual costs incurred up to that point in the patenting process, as documented by available receipts, and agreeing to pay the university a 20% royalty on all patent revenue or a one-time lump sum as mutually agreed.
Transfer of Patents. An agreement shall have been executed by and between Dr. Bogdan C. Maglich anx XxXxxxxx transferring any patents pertaining to the SuperSenzor and the MicroSenzor from Dr. Maglich to HiEnerxx.
Transfer of Patents. 1.1. By the present contract the Assignor, unreservedly and without any exception, concedes and transfers to the Assignee, which accepts, all the rights of property and use of the following:
Transfer of Patents. Any Patents that are assigned or otherwise transferred by a Party or any of its Affiliates (including as part of a Divested Affiliate) must be transferred subject to the licenses, Standstills and other rights granted to the other Party and its Affiliates under this Agreement with respect to the Transferred Patents. Each Party and its Affiliates shall require any assignee or transferee (including any Divested Affiliate) to make any subsequent assignment or transfer of Transferred Patents subject to the licenses, Standstills and other rights granted to the other Party and its Affiliates under this Agreement.
