CERTAIN PATENTS Sample Clauses

CERTAIN PATENTS. 33 ARTICLE VIII INDEMNIFICATION............................................................. 33
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CERTAIN PATENTS. Immediately following the Closing, Purchaser shall grant to Pfizer or its designated Affiliate a non-exclusive, perpetual, royalty-free, worldwide license to use the Patents set forth as item 2 on Schedule 2.1(a)(i), it being understood that Pfizer or such Affiliate shall not use such Patents in connection with any oral contraceptive products.
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 Xxxx of Sale (U.S.) Exhibit F-2 Form of Xxxx 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.
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 Xxxxxx Xxxxxxxx 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. 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:
CERTAIN PATENTS. If Xxxxxx-Xxxx, 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, Xxxxxx-Xxxx shall so notify Xxxxxxxxxxx. Xxxxxxxxxxx shall then have the right to assume prosecution and maintenance of such specific patent or application. Xxxxxx-Xxxx shall, upon Xxxxxxxxxxx'x request, take all actions and execute all documents and instruments reasonably necessary to transfer such right to prosecute and maintain, on Xxxxxx-Xxxx'x behalf, such specific patents and applications to Xxxxxxxxxxx. For any such patent application for which Xxxxxxxxxxx has undertaken under this subsection (b) to continue prosecution efforts, Xxxxxxxxxxx shall provide to Xxxxxx-Xxxx copies of all documents, correspondence and materials reasonably relating to the prosecution by Xxxxxxxxxxx of such patent applications in sufficient time to allow Xxxxxx-Xxxx to review such materials and comment thereon. Xxxxxxxxxxx shall reasonably consider and accommodate any recommendations provided by Xxxxxx-Xxxx regarding patent filing and/or prosecution of such patent applications. In addition, if Xxxxxx-Xxxx has a reasonable justification for any changes to such prosecution based on Xxxxxx-Xxxx'x own patent prosecution and enforcement strategy, then Xxxxxxxxxxx will modify or change any such prosecution efforts as requested by Xxxxxx-Xxxx, 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 Xxxxxxxxxxx to undertake to continue the prosecution and maintenance, on Xxxxxx-Xxxx'x behalf, of specific patents and patent applications does not affect the licenses granted to Xxxxxx-Xxxx under this Agreement.
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Related to CERTAIN PATENTS

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Prosecution of Patents (a) The Licensor shall be solely responsible for preparing, prosecuting and maintaining the BENTLEY Patents.

  • Enforcement of Patent Rights Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.

  • Licensed Patents Licensee shall be responsible for all further patent prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the patent agent for the prosecution of the Licensed Patents, subject to the approval of Licensor as the patent owner, which approval will not be unreasonably withheld. Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution of the Licensed Patents so that Licensor may be informed and apprised of and meaningfully consulted as to the continuing prosecution. Licensor shall keep all such documentation confidential. In the event the Licensee does not agree that any given patent application or patent should be filed, prosecuted or maintained (hereinafter referred to as a “Refused Licensed Patent”) in a particular jurisdiction(s) Licensee shall indicate such disagreement in writing (hereinafter “Refusal Notice”) and upon Licensor’s receipt of such Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its owners, at Licensor’s expense, and Licensee shall not have any rights or obligations to such Refused Licensed Patent in such jurisdiction(s); provided, however, that Licensee shall retain all of its ownership rights in any Refused Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related to the filing and prosecution of the Refused Licensed Patents so that Licensee may be informed and apprised of and be meaningfully consulted with as to the continuing prosecution. Licensor shall have no obligation to continue prosecution or maintenance of any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to the Licensed Patents. Licensee shall use reasonable efforts to amend any patent application to include claims reasonably requested by the other Party and required to protect the Licensed Technology. In addition to Licensee’s obligations pursuant to section 4.1 above, Licensee shall be solely responsible for all patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) from the Effective Date onward, including all costs relating to the transfer of the Licensed Patents to the new patent agents selected by Licensee and approved by Licensor. For any patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) paid by Licensor after the Effective Date (including, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work in progress with respect to the Licensed Patents for which the Patent Costs have not already been paid by Licensor to its patent firm prior to the transfer of the Licensed Patents to Licensee’s patent agent, Licensor will direct its patent firm to copy Licensee on all such invoices from said patent firm and Licensee will promptly pay said invoices directly to Licensor’s patent firm.

  • Other Patents and Copyrights 10 5.7. Remedies.................................................... 11 ARTICLE VI

  • Copyrights and Patents When the RECIPIENT creates any copyrightable materials or invents any patentable property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to authorize others to use the same for federal, state, or local government purposes.

  • Patent The development of patentable inventions or discoveries is not the primary purpose of the research activities of the faculty. Employees have no obligation to seek patent protection for the results of scientific work nor to modify research to enhance patentability.

  • Enforcement of Patents As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

  • Filing of Patent Applications Each Party will make timely decisions regarding the filing of Patent Applications on the CRADA Subject Inventions made solely by its employee(s), and will notify the other Party in advance of filing. Collaborator will have the first opportunity to file a Patent Application on joint CRADA Subject Inventions and will notify PHS of its decision within sixty (60) days of an Invention being reported or at least thirty (30) days before any patent filing deadline, whichever occurs sooner. If Collaborator fails to notify PHS of its decision within that time period or notifies PHS of its decision not to file a Patent Application, then PHS has the right to file a Patent Application on the joint CRADA Subject Invention. Neither Party will be obligated to file a Patent Application. Collaborator will place the following statement in any Patent Application it files on a CRADA Subject Invention: “This invention was created in the performance of a Cooperative Research and Development Agreement with the [INSERT into Agency’s model as appropriate: National Institutes of Health, Food and Drug Administration, Centers for Disease Control and Prevention], an Agency of the Department of Health and Human Services. The Government of the United States has certain rights in this invention.” If either Party files a Patent Application on a joint CRADA Subject Invention, then the filing Party will include a statement within the Patent Application that clearly identifies the Parties and states that the joint CRADA Subject Invention was made under this CRADA.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

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