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. As used in the agreement, the phrase "
Licensed Patents. Licensor shall have the first right (but not the obligation) to enforce the Licensed IP in the Field (each, a “Competing Field Infringement”), and to defend against any declaratory judgment or post-grant action (or other challenge) with respect thereto, at its own expense and shall notify Licensee of such enforcement actions. If Licensor fails to bring or defend any such action
against a Competing Field Infringement within: (i) […***…] ([…***…]) days following the notice of alleged Competing Field Infringement provided pursuant to the above; or (ii) […***…] ([…***…]) days before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever is earlier, Licensee shall have the right to assume control of, or to bring and control, any such action at its own expense and by counsel of its own choice, and Licensor shall have the right, at its own expense, to be represented in any such action by counsel of its own choice (at Licensor’s expense) and Licensor hereby agrees to join any such action brought or controlled by Licensee (at Licensee’s expense) and waives any right to refuse to join such action. In no event shall either Party settle any such action, or make any admissions or assert any position in such action, in a manner that would (i) materially adversely affect the rights or interests of the other Party under this Agreement, (ii) admit any liability or wrongdoing on behalf of the other Party, (iii) impose any new obligations on the other Party, (iv) disclaim, limit the scope of, admit the invalidity or unenforceability of, or grant a license, covenant not to sue or similar immunity under, any Intellectual Property controlled or licensed by the other Party, or (v) limit the rights of the other Party under this Agreement, in each case ((i) through (iv)), without the prior written consent of such 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. 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. Flexion shall at its sole cost and expense, using reputable patent and legal counsel of its own choosing, file, prosecute (including any interferences, reissue proceedings and re-examinations) and maintain the Licensed Patents in at least the List Two Countries (the “List Two Countries” are defined as those counties set out in Exhibit 2 to this Agreement). In the prosecution, maintenance, and defence of the Licensed Patents, Flexion shall always act in good faith and in the best interests of obtaining and maintaining a scope of claims providing sufficient exclusionary protection to commercialise Licensed Products or Compound.
Licensed Patents. The term "Licensed Patents" means the ----------------- United States Patents and patent applications and their corresponding foreign patents and patent applications relating to the Licensed Products, together with any continuations, divisions, reissues or foreign country counterparts thereof.