Licensed Patents Clause Samples
The 'Licensed Patents' clause defines which patents are covered under a license agreement, specifying the scope of patent rights granted to the licensee. It typically lists or references specific patents or patent applications, and may include future patents or improvements related to the licensed technology. This clause ensures both parties are clear on which intellectual property is included, thereby preventing disputes over unauthorized use or infringement and allocating rights and responsibilities regarding patented inventions.
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Licensed Patents. (1) Licensor shall have the first 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 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination.
(2) Licensor shall consult with Licensee and keep Licensee reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor shall use reasonable endeavors to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for Licensee’s review and comment prior to the submission of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments.
(3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3).
Licensed Patents. The Parties have determined that certain Patents will need to be used by both Parties after the Separation and therefore wish to establish license terms with respect to such Patents.
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. The Prosecution and Maintenance of the Licensed Patents shall be the primary responsibility of EMORY on behalf of the LICENSOR. EMORY on behalf of the LICENSOR shall select such legal counsel as it deems appropriate to assist it in this process, provided that such counsel is reasonably acceptable to COMPANY.
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. (i) Eisai shall have the first right to, and shall use reasonable endeavours to, file, prosecute and maintain all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination.
(ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments.
(iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii).
Licensed Patents. (i) Spruce shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Licensed Patent in the Spruce Territory, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement in the Spruce Territory, then HBM Alpha shall have the right to join such enforcement action at its own cost and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such action, at HBM Alpha’s cost and expense. In such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense.
(ii) Neither Party shall settle any such suit or action under Section 9.4.2(a)(i) in any manner that would admitting the invalidity of, or otherwise negatively impact the Licensed Patents or that would limit or that would limit or restrict the ability of HBM Alpha or Spruce to sell the Licensed Products in the HBM Alpha Territory or Spruce Territory, respectively, without the prior written consent of the other Party.
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. As between the Parties, Licensor shall have the first right, but not the obligation, to prosecute and maintain the Licensed Patents worldwide using counsel of its own choice, including the preparation, filing, prosecution, and maintenance (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges), [***]. Licensor and its patent counsel shall keep Licensee reasonably informed of the status of filing, prosecution, maintenance, and defense, if any, of the Licensed Patents, and provide Licensee a reasonable opportunity to review and comment on proposed filings for Licensed Patents (including the initial application and any material correspondence related to such filing). Licensor shall incorporate all of Licensee’s comments to such filings in good faith. If Licensor desires to abandon or cease prosecution or maintenance of any Licensed Patent, Licensor shall provide reasonable prior written notice to Licensee of such intention (which notice shall, to the extent possible, be given no later than [***] prior to the next deadline for any action that must be taken with respect to the applicable Licensed Patent in the relevant patent office). In such case, upon Licensee’s written election provided no later than [***] after such notice from Licensor, Licensee shall have the right to assume prosecution and maintenance of the applicable Licensed Patent [***] and with counsel of Licensee’s choice. If Licensee elects to assume the prosecution and maintenance of such Licensed Patent, Licensor will promptly deliver to Licensee copies of all necessary files related to any Licensed Patents as requested by Licensee and will take all actions and execute all documents reasonably necessary for Licensee to assume such patent prosecution activities. Notwithstanding anything to the contrary in the foregoing, the rights and obligations of the Parties with respect to the prosecution and maintenance of the Joint Patents is as set forth in Section 8.2(b).
Licensed Patents. As used in the agreement, the phrase "