Certain Patents Sample Clauses

Certain Patents. 33 ARTICLE VIII INDEMNIFICATION............................................................. 33

Certain Patents. If Sellers obtain a license that (i) is reasonably satisfactory to Purchasers and (ii) grants to Purchasers and their Affiliates a royalty-free, fully paid right and license to use, in connection with the Business as operated by Purchasers after the Closing, all patents and patent applications (1) the subject matter of which have been used or held for use in connection with the Business by Sellers and (2) that have been issued or filed in the name of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and that the Lemelson Medical, Education & Research Foundation Limited Partnership or any other Person claims an ownership interest in, Purchasers shall pay to U.S. Seller $175,000, PROVIDED, that such license is granted and in effect prior to the earlier of (x) the date that is six months after the Closing Date and (y) the date that is 20 days after the date that U.S. Purchaser notifies U.S. Seller that (A) a Person claiming an ownership interest in any such patents or patent applications has contacted a Purchaser or any of its Affiliates concerning the licensing or use by a Purchaser or any of its Affiliates of any such patents or patent applications in which such Person claims an ownership interest and (B) such Purchaser or one of its Affiliates has decided to commence negotiations with such Person regarding such matter. After the earlier to occur of (x) and (y) in the immediately preceding sentence, if a Purchaser or any of its Affiliates shall (i) obtain a license to use any such patents or patent applications in connection with the Business as operated by Purchasers after the Closing or (ii) incur any Loss relating to or arising out of or in connection with the use of any such patents or patent applications by a Purchaser or any of its Affiliates in connection with the Business as operated by Purchasers after Closing, Sellers shall, upon notice from a Purchaser, pay to such Purchaser 80% of the cost to obtain such license or such Loss, up to a maximum amount of $400,000 payable by Sellers.

Certain Patents. 28 SECTION 7.8 Payment...........................................................................29

Certain Patents. If ▇▇▇▇▇▇-▇▇▇▇, in its sole discretion, decides that it no longer desires to prosecute or maintain any patent or application within the Research Patents or the Patents and Applications, ▇▇▇▇▇▇-▇▇▇▇ shall so notify ▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall then have the right to assume prosecution and maintenance of such specific patent or application. ▇▇▇▇▇▇-▇▇▇▇ shall, upon ▇▇▇▇▇▇▇▇▇▇▇'▇ request, take all actions and execute all documents and instruments reasonably necessary to transfer such right to prosecute and maintain, on ▇▇▇▇▇▇-▇▇▇▇'▇ behalf, such specific patents and applications to ▇▇▇▇▇▇▇▇▇▇▇. For any such patent application for which ▇▇▇▇▇▇▇▇▇▇▇ has undertaken under this subsection (b) to continue prosecution efforts, ▇▇▇▇▇▇▇▇▇▇▇ shall provide to ▇▇▇▇▇▇-▇▇▇▇ copies of all documents, correspondence and materials reasonably relating to the prosecution by ▇▇▇▇▇▇▇▇▇▇▇ of such patent applications in sufficient time to allow ▇▇▇▇▇▇-▇▇▇▇ to review such materials and comment thereon. ▇▇▇▇▇▇▇▇▇▇▇ shall reasonably consider and accommodate any recommendations provided by ▇▇▇▇▇▇-▇▇▇▇ regarding patent filing and/or prosecution of such patent applications. In addition, if ▇▇▇▇▇▇-▇▇▇▇ has a reasonable justification for any changes to such prosecution based on ▇▇▇▇▇▇-▇▇▇▇'▇ own patent prosecution and enforcement strategy, then ▇▇▇▇▇▇▇▇▇▇▇ will modify or change any such prosecution efforts as requested by ▇▇▇▇▇▇-▇▇▇▇, including without limitation deleting or amending particular claims in such applications and/or modifying any arguments made in communications with relevant patent authorities. For clarity, it is understood and agreed that the foregoing right in this subsection (b) of ▇▇▇▇▇▇▇▇▇▇▇ to undertake to continue the prosecution and maintenance, on ▇▇▇▇▇▇-▇▇▇▇'▇ behalf, of specific patents and patent applications does not affect the licenses granted to ▇▇▇▇▇▇-▇▇▇▇ under this Agreement.

Certain Patents. The Company and others are parties to the action (the "Patent-Related Litigation") to be identified as item 1 in Section 7.7 of the Disclosure Statement relating to that certain United States Patent identified therein (the "Subject Patents"). Notwithstanding anything herein to the contrary, the following provisions shall be applicable with respect to the Patent-Related Litigation from and after the Closing Date: (a) Without limiting in any way the retention by the Company of all of its liabilities, the Buyer and the Company shall assume full responsibility for and control of the Patent-Related Litigation and all liability arising from or relating to the Subject Patents in dispute in the Patent-Related Litigation. (b) The aggregate Patent Damages (as hereinafter defined) shall be borne by the parties hereto in the following proportions: the Company - 50%; and Seller - 50%; provided that the amounts to be borne by Seller shall only be paid (if at all) to the extent that the contingent consideration payable to Seller pursuant to Section 1.3 hereof is required to be paid pursuant to such section, and such amounts to be paid by Seller shall be paid by reducing the amounts otherwise payable under Sections 1.3(a) and 1.3(b) hereof. Notwithstanding anything to the contrary herein, the Company shall not be responsible for any fees or expenses of any counsel to Seller (or any of its Affiliates) in connection with the Patent-Related Litigation. (c) For purposes hereof, "Patent Damages" shall mean any and all of the following amounts paid or payable by or on behalf of the Company that arise from or relate to the Subject Patents, including, without limitation, the Patent-Related Litigation, (including, without limitation, any amounts capable of reasonable estimation in connection with any pending or threatened matter relating to the Subject Patents): (i) reasonable attorneys' fees incurred in defending any claim or prosecuting any defense or counterclaim asserted in the Patent-Related Litigation, including, without limitation, any and all appeals; and (ii) all losses, liabilities, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, royalties, license fees, any and all reasonable expenses incurred in investigating, preparing or defending the Patent-Related Litigation and amounts paid in settlement thereof.

Certain Patents. 107- ARTICLE XV GUARANTIES . . . . . . . . . . . . . . . . . . . . . . . . -107- 15.1 GUARANTY OF SELLERS' PARENT . . . . . . . . . . . . . -107- 15.2 GUARANTY OF PURCHASERS' PARENT . . . . . . . . . . . -108- EXHIBITS Exhibit A-1 Form of Assignment and Assumption Agreement (U.S.) Exhibit A-2 Form of Assignment and Assumption Agreement (Canada) Exhibit B Information Services Support Principles Exhibit C-1 Form of Shared Facilities Agreement (U.S.) Exhibit C-2 Form of Shared Facilities Agreement (Canada) Exhibit D Form of Temporary Trademark Agreement Exhibit E-1 Form of Transition Services Agreement (U.S.) Exhibit E-2 Form of Transition Services Agreement (Canada) Exhibit E-3 Form of Warehouse Services Agreement Exhibit F-1 Form of ▇▇▇▇ of Sale (U.S.) Exhibit F-2 Form of ▇▇▇▇ of Sale (Canada) Exhibit G-1 Form of Opinion of Counsel for U.S. Seller Exhibit G-2 Form of Opinion of Counsel for Canadian Seller Exhibit H-1 Form of Opinion of Counsel for U.S. Purchaser Exhibit H-2 Form of Opinion of Counsel for Canadian Purchaser Exhibit 3.2(a) Example of Net Working Capital Calculation -v- ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is made as of the 22nd day of February, 1999, by and among ORC ACQUISITION CORP., a Delaware corporation ("U.S. PURCHASER"), 3026186 Nova Scotia Company, a Nova Scotia company ("CANADIAN PURCHASER")(each of U.S. Purchaser and Canadian Purchaser a "PURCHASER" and collectively, the "PURCHASERS"), Ameritech Corporation, a Delaware corporation ("PURCHASERS' PARENT"), Anixter Inc., a Delaware corporation ("U.S. SELLER"), Anixter Canada Inc., a Canadian corporation ("CANADIAN SELLER") (each of U.S. Seller and Canadian Seller a "SELLER" and collectively, the "SELLERS"), and Anixter International Inc., a Delaware corporation ("SELLERS' PARENT"). Certain capitalized terms used herein are defined in Article I.