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. 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. 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. 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. 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. [****] PROVIDED UNDER RULE 408
Transfer of Patents. For each of Transferor’s Patents, Transferor shall deliver to Transferee at Closing an assignment in form reasonably acceptable to Transferee and Transferor to evidence the transfer of Transferor’s rights in such Patents to Transferee. Such assignment shall specify Transferee (or such other entity designated by Transferee in its sole discretion) as the owner by assignment of such Patents. A form of patent assignment agreement acceptable to Transferee and Transferor is attached hereto as Schedule 2.5.
Transfer of Patents. As long as this Agreement remains in effect, Avanir shall not sell, assign or otherwise transfer or encumber the Patents or any interest therein (any such transaction being referred to in this Section 8.11 as a "Transfer"), except in a transaction that is consistent with and preserves the undivided interest conveyed to DRC USA under Section 2.1 and all of the related rights of DRC USA under this Agreement and the Security Agreement (including DRC USA's rights under this Section 8.11, which shall apply to any subsequent Transfer), as determined by Avanir in good faith and in consultation with DRC USA. Avanir shall not have any obligation to comply with the foregoing in the event (a) of a merger or consolidation with another entity, or any transaction or series of transactions that may result in a change of control of Avanir, or (b) Avanir enters into any Permitted License in accordance with Section 2(b) of the Security Agreement.
Transfer of Patents. KAVL shall file the Ancillary Documents necessary to transfer the Patents from KAVL to Kaival Labs within fifteen (15) Business Days after receiving Ancillary Documents executed by NGL transferring the Patents from NGL to KAVL.
Transfer of Patents. For each of Seller's Patents, Seller shall deliver to Buyer at Closing an assignment in form reasonably acceptable to Buyer and Seller to evidence the transfer of Seller's rights in such Patents to Buyer. Such assignment shall specify Buyer (or such other entity designated by Buyer in its sole discretion) as the owner by assignment of such Patents. A form of patent assignment agreement acceptable to Buyer and Seller is attached hereto as Schedule 2.6.
