Examples of Assignable Patents in a sentence
The foregoing shall not apply to: (i) licenses executed prior to the Effective Date or options to license executed prior to the Effective Date that are exercised thereafter; (ii) patent cross-licenses or broad licenses, regardless of their execution date, that do not specifically (a) enumerate the Assignable Patents or (b) otherwise contemplate disclosure of the HP Technology; or (iii) litigation settlement agreements between HP or its Subsidiaries and any Third Party.
Company shall have the exclusive option to acquire the Assignable Patents in accordance with, and subject to, the terms of this Section 2.3 (the “Assignment Option”).
For two (2) years from the Effective Date, other than as set forth in this Section 2.4, HP agrees not to license, transfer, pledge, offer to option, encumber, sell, assign or otherwise dispose of the HP Technology, or the Assignable Patents to any Third Party.
This license shall remain in force for the full term of any Assignable Patents and any Follow-on Patents and Improvement Patents.
HP represents and warrants that to the Knowledge of HP, solely with respect to any of the entities explicitly set forth in Exhibit 7.3 (excluding any affiliates of such entities operated under a different name), no document was found purporting to grant a patent license to Assignable Patents, where such license can be determined through review of the document without an independent factual investigation to determine whether the Assignable Patent was implicated.
Furthermore, Company shall be solely responsible for all actions and all costs, including attorneys’ fees and patent office fees in any jurisdiction, for prosecution or maintenance of the Assignable Patents having a due date on or after the Closing Date.
Following the Closing Date and subject to Section 3.5, upon Company’s request, HP shall reasonably cooperate with Company to perfect, record and secure title in and to the Assignable Patents, at Company’s expense.
Company acknowledges that HP may have made or offered to make one or more of the Assignable Patents and any Follow-on Patents subject to the express or implied licensing obligations of a standards body prior to the Closing Date.
Following the Closing Date and subject to Section 3.5, upon Company’s reasonable request, HP shall reasonably cooperate with Company to make HP’s employees or named inventors of the Assignable Patents that are employed by HP at the time of Company’s request available as needed to facilitate prosecution of the Assignable Patents.
HP represents and warrants on the Effective Date that: (a) it is the sole owner of the Assignable Patents, with the full right and power to assign each Assignable Patent as set forth in Section 3.1; (b) each Assignable Patent is free from all liens and security interests, and (c) none of the Assignable Patents are abandoned or have lapsed based on a failure to pay maintenance fees.