Licensed Patents. Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage an exclusive, nontransferable (except as provided in Section 14.14) license during the Term under the Licensed Patents, solely to research, develop, make, have made, import, use, offer for sale and sell the Licensed Product in the Territory in and for the Field. Notwithstanding the foregoing, to the extent that any Licensed Patents are licensed to CyDex or its Affiliates by a Third Party on a non-exclusive basis, the license granted to Sage in the foregoing sentence shall be exclusive as to CyDex but non-exclusive as to such Third Party and other persons whose rights derive from such Third Party. Sage may not sublicense the Licensed Patents, except as expressly set forth in Section 2.3 and Section 2.4 below.
Licensed Patents. Subject to the terms and conditions of this Agreement, Marcas Modelo hereby grants, on behalf of itself and Grupo Modelo, to Constellation Beers an irrevocable, fully paid-up license or sub-license (as applicable) under the Licensed Patents (i) to make, have made (by Suppliers in accordance with this Agreement) and use Importer Products in the applicable Brewing Territory, and (ii) to sell (directly and/or indirectly), offer to sell, import and otherwise dispose of Interim Products and Importer Products in the Territory. The license rights granted in clause (i) of this Section 2.1(c) shall be non-exclusive and the license granted in clause (ii) of this Section 2.1(c) shall be exclusive solely in the Territory.
Licensed Patents. For each jurisdiction within the Territory, Catalyst shall have the first right to prepare, file, prosecute and maintain each Patent within the Licensed Patents, on behalf of BioMarin or its Affiliate, at Catalyst’s sole expense and by counsel of its own choice (including, in Catalyst’s discretion, any counsel employed by BioMarin to prepare, file, prosecute or maintain any Licensed Patents prior to the Effective Date), and BioMarin shall promptly disclose to Catalyst any invention disclosures, or other similar documents, submitted to it by its employees, agents or independent contractors describing subject matter that are purported to be BioMarin Inventions as defined hereunder, and all information relating to such BioMarin Inventions in sufficient detail for Catalyst to exercise its right to prepare, file, prosecute and maintain a Patent claiming such BioMarin Invention in each jurisdiction within the Territory. Catalyst shall keep BioMarin reasonably informed and apprised of the status of each such Licensed Patent in the Territory. Catalyst shall provide BioMarin with copies of all official documentation and communications relating to the filing, prosecution, and maintenance of such Licensed Patents in the Territory sufficiently in advance of any initial deadline for a filing response (and at least 30 days in advance) so that BioMarin shall have the opportunity to advise and comment on any filings of applications, responses to office actions, or other material filing or response with respect to the Licensed Patents. Catalyst shall give reasonable consideration to any suggestions or recommendations of BioMarin concerning the preparation, filing, prosecution and maintenance thereof. If, during the term of this Agreement, Catalyst intends not to continue prosecuting or maintaining a Licensed Patent that was licensed to BioMarin Huxley Ltd. by EUSA under the EUSA License (any such Patent, a “EUSA Licensed Patent”) in the Territory, Catalyst shall notify BioMarin of such intention at least sixty (60) days prior to any applicable deadline, and BioMarin shall thereupon have the right, but not the obligation, to assume responsibility for the prosecution and maintenance of such EUSA Licensed Patent, for which BioMarin shall bear all associated costs and expenses. For clarity, BioMarin shall retain sole control of and shall be solely responsible for filing, prosecuting and maintaining Licensed Patents in the ROW, at BioMarin’s sole discretion and expense.
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...
Licensed Patents. Tracon shall have the first right, but not the obligation, to bring and control any action or proceeding with respect to infringement of any Licensed Patent at its own expense and by counsel of its own choice, and, to the extent any such infringement is in the Field, Santen shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Tracon fails to bring any such action or proceeding with respect to infringement of any Licensed Patent within ninety (90) days following the notice of alleged infringement (or sooner, if failure to take such action would adversely affect Santen’s ability to exercise its right under this Section 8.3(b) and provided that Santen gives Tracon at least three (3) Business Days’ notice of such fact), Santen shall have the right to bring and control any such action at its own expense and by counsel of its own choice but only to the extent such infringement is in the Field, and Tracon shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. The provisions of this Section 8.3(b) are subject to the rights and obligations of RPCI Licensor under the RPCI Agreement with respect to patent infringement actions and proceedings regarding the RPCI Patents.
Licensed Patents. (i) Exhibit A includes all Patents that are owned by or licensed to Licensor or its Affiliates as of the Effective Date and are reasonably necessary for or directly related to Licensor in the Commercialization of the Product; (ii) none of the Licensed Patents are subject to any pending, or to Licensor’s knowledge, threatened, re-examination, opposition, interference or litigation proceedings; and (iii) to Licensor’s knowledge, there are no acts or omissions of Licensor that would (A) constitute inequitable conduct, fraud or misrepresentation with respect to any Licensed Patents, or (B) render any Licensed Patents invalid or unenforceable in whole or in part; and
Licensed Patents. (1) Licensor shall have the right to, and shall use reasonable endeavors to, file, prosecute and maintain all Licensed Patents in the Licensee Territory, at Licensor’s own cost and expense. For the purpose of this Article 8, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination.
Licensed Patents. The provisions regarding BI Patents under this Section 13 affect those BI Patents which are licensed to BI only to such extent that BI has the right to act under this Section in accordance with the agreement with BI’s licensor. The provisions regarding Vitae Patents under this Section 13 affect those Vitae Patents which are licensed to Vitae only to such extent that Vitae has the right to act under this Section in accordance with the agreement with Vitae’s licensor.
Licensed Patents. Subject to the terms and conditions of this Agreement, including but not limited to payment of the amounts set forth in Section 4.1 below, CyDex hereby grants to Company, an exclusive, nontransferable (except with respect to the assignment provision in Section 14.15) license in the Field during the Term under the Licensed Patents, solely to make, use, sell, offer for sale and import the Licensed Product in the Territory. Company may not make, use, sell, offer for sale, or import the Licensed Product for any other purposes. Company may not sublicense the Licensed Patents, except as expressly set forth in Sections 2.3 and 2.4 below.