Transferred Patents. (i) The Company shall prepare, execute, deliver and file any and all agreements, documents or instruments which are necessary to enable Buyer to (A) prosecute and maintain the Transferred Patents in accordance with the terms of the License Agreement to the extent that the Company has the right to prosecute and maintain such Transferred Patents; and (B) defend or assert such Transferred Patents against commercially significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in any jurisdiction, in each case, in accordance with the terms of the License Agreement (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or non-interference), solely to the extent that the Company has the right to do so.
(ii) The Company shall use commercially reasonable efforts to inform counsel to the Company responsible for the prosecution, maintenance and enforcement, if any, of Transferred Patents, of the transfer of Transferred Patents to Buyer, and that the attorney-client privilege shall extend to Buyer.
Transferred Patents. Seller shall not, and shall cause its Subsidiaries not to, extend or enter into any new licenses or covenants not to assert with respect to the Transferred Patents.
Transferred Patents. Internal Title Ctry Current Status Filing Filing Number Grant Number Title Application No. Filing Date Transferred PVPs: Country App_num App_date Grant # Grant start endtype den_final title holder Nampa Plant Site:
Transferred Patents. 5 Section 1.34 TWG ...............................................................5
Transferred Patents. The term “Transferred Patents” shall have the meaning ascribed to it in Section 3(d).
Transferred Patents. 5 SECTION 1.34 TWG..................................................................................5
Transferred Patents. Subject to the terms and conditions of this Agreement, the Purchaser hereby grants to the Seller and its Affiliates a worldwide, nonexclusive, nontransferable (except to the extent permitted in Section 6.7), irrevocable, royalty-free and fully-paid license (with the right to sublicense solely to the extent permitted in Section 2.3), under the Transferred Patents, to (a) use, make, have made (solely for the Seller or an Affiliate of the Seller), import, sell, offer for sale, and otherwise dispose of, current or future Seller Products in the Seller Field of Use; and (b) practice any methods for the purpose of using, making, having made (solely for the Seller or an Affiliate of the Seller), importing, selling, offering for sale, or otherwise disposing of, current or future Seller Products in the Seller Field of Use. This license will remain in effect until the expiration of the last-to-expire of the Transferred Patents.
Transferred Patents. Within thirty (30) days after the Closing Date, Xxxxxxx shall transfer or cause to be transferred to Catalyst or its designee the Prosecution of all Transferred Patents in the United States, including the existing, complete patent files for all patents and patent applications within the Transferred Patents and all other records, filings, documentation and other information related to such Prosecution. Xxxxxxx shall cooperate with Catalyst in the transfer of all Prosecution responsibilities relating to the Transferred Patents at Catalyst’s reasonable request, and Catalyst shall have the sole right, but not the obligation, to Prosecute the Transferred Patents on and after the Closing Date at Catalyst’s cost and expense.
Transferred Patents. (a) No more than forty-five (45) days after the date hereof, the Seller and the Buyer shall determine the list of Transferred Patents pursuant to the selection process described on Schedule 5.16(a)(i) of the Disclosure Schedules. Such selection process shall be conducted only with respect to the Patents listed on Schedule 5.16(a)(ii) of the Disclosure Schedules (the “Eligible Patents”), together with any “family” members. Patents will be selected by “family,” which means that Patents will be selected as a group together with any Patents that claim priority from or share priority with such listed Patents and any Patents terminally disclaimed from or to any such Patents. The Eligible Patents selected by the Buyer pursuant to such process shall be listed on Schedule 2.1(c)(i) of the Disclosure Schedules and shall be the Transferred Patents. The Eligible Patents selected by the Seller pursuant to such process shall be listed on Schedule 2.2(m) of the Disclosure Schedules and shall be Excluded Assets, and shall be Marvell Retained Patents for purposes of the Intellectual Property Agreement. In no event shall the Transferred Patents constitute more than fifty percent (50%) of the Patent families included on the list of Eligible Patents.
(b) With respect to any invention disclosures set forth on Schedule 2.1(c)(ii) of the Disclosure Schedules, fifteen (15) days prior to Closing, the Seller shall update such Schedule to (i) add any invention disclosures submitted pursuant to the Seller’s established invention disclosure process relating to the Business that include at least one Business Employee as a named inventor and (ii) remove any invention disclosures for which a patent application was filed (“ID Filed Applications”). One half of the ID Filed Applications shall be listed on Schedule 2.1(c)(i) of the Disclosure Schedules and shall be Transferred Patents. One half of the ID Filed Applications shall be listed on Schedule 2.2(m) of the Disclosure Schedules and shall be Marvell Retained Patents for purposes of the Intellectual Property Agreement. No more than ten (10) days prior to the Closing, the Buyer and the Seller shall meet in good faith to allocate the ID Filed Applications in accordance with the two preceding sentences.
(c) The parties agree to the matters set forth in Schedule 5.16(c) of the Disclosure Schedules.
Transferred Patents. The following Transferred Patents are transferred hereunder with respect to Coulter's 100% undivided interest therein: COUNTRY APP. NO./FXXXXX XXXE PATENT NO./ISSUE DATE STATUS ------- ----------------------- ---------------------- --------- US 08/918,525/ 21-Aug-1997 5,961,955/ 05-Oct-1999 Granted US 09/453,985/ 02-Dec-1999 6,338,835/ 15-Jan-2002 Granted US 60/048,387/ 03-Jun-1997 Converted WO US98/11428/ 03-Jun-1998 98/55154/ 10 Dec-1998 Converted AT 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted AU 80570/98/ 03-Jun-1998 743823/ 23-May-2002 Granted BE 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted CA 2,290,987/ 03-Jun-1998 Pending CH 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted CY 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted DE 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted DK 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted EP 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted ES 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted FI 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted FR 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted GB 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted GR 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted IE 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted COUNTRY APP. NO./FILING DATE PATENT NO./ISSUE DATE STATUS ------- ----------------------- ---------------------- --------- IL 133200/ 00-Xxx-0000 Xxxxxxx XX 00028875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted JP 11-502818/ 03-Jun-1998 02-516612/ 04-Jun-2002* Published LU 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted MC 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted NL 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted NO 1999 5906/ 03-Jun-1998 315-693/ 13-Oct-2003 Granted NZ 502029/ 03-Jun-1998 502029/ 04-Apr-2002 Granted PT 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted SE 98928875.8/ 03-Jun-1998 1003560/ 17-Sep-2003 Granted The following Transferred Patents are transferred hereunder with respect to Coulter's 50% undivided interest therein: COUNTRY APP. NO./FILXXX XXXX PATENT NO./ISSUE DATE STATUS THIRD PARTY INTEREST THIRD PARTY ------- ----------------------- ---------------------- --------- ----------------------- ---------------------- US 09/326,502/ 04-Jun-1999 Pending Co-owned; licensed back University of Michigan US 60/088,327/ 04-Jun-1998 Converted Co-owned; licensed back University of Michigan WO US99/12506/ 04-Jun-1999 99/62565/ 09-Dec-1999 Converted Co-owned; licensed back Unive...
