Patent Applications. All patent applications owned by the Company and its subsidiaries that describe inventions necessary to conduct the business of the Company and its subsidiaries in the manner described in the Registration Statement, Pricing Disclosure Package and the Prospectus (the “Company Patent Applications”) have been duly and properly filed with the United States Patent and Trademark Office (the “PTO”) or foreign and international patent authorities. To the knowledge of the Company, the Company and its subsidiaries have complied with the PTO’s duty of candor and disclosure for the Company Patent Applications and have made no material misrepresentation during prosecution of the Company Patent Applications. Except as described in the Registration Statement, Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, the Company Patent Applications disclose patentable subject matter, and the Company has not been notified of any inventorship challenges nor has any interference been declared or provoked nor is any material fact known by the Company that would preclude the issuance of patents with respect to the Company Patent Applications or would render such patents invalid or unenforceable.
Patent Applications. The Employee agrees that should the Company elect to file an application for patent protection, either in the United States or in any foreign country, on a Company Invention of which the Employee was an inventor, the Employee for the Employee and the Employee’s successors, heirs and assigns, but at Company’s expense, shall execute all applications, amended specifications, deeds or other instruments, and to do all acts necessary or proper to secure the grant of Letters Patent in the United States and in all other countries to the Company, with specifications and claims in such form as shall be approved by the counsel of the Company and to vest and confirm in Company its successors and assigns, the legal title to all such patents. The Employee further agrees to cooperate with any attorneys or other persons designated by the Company by explaining the nature of any Company Invention for which the Company elects to file an application for patent protection, reviewing applications and other papers and providing any other cooperation reasonably required for orderly prosecution of such patent applications; provided, however, that if the Employee is required to provide such assistance after the Employee has left employment with the Company, the Company shall pay the Employee an hourly rate for the Employee’s assistance, which shall be determined by converting the Employee’s annual salary as in effect upon termination of the Employee’s employment with the Company into an hourly rate of pay. The Company shall be responsible for all expenses incurred for the preparation and prosecution of all patent applications on Company Inventions filed by the Company. Employee agrees, and Employee further authorizes and grants a limited power of attorney to the Company or its designee, to execute on Employee’s behalf any documents necessary to evidence the assignments granted herein for the United States or any other country without further notice to Employee.
Patent Applications. Licensor agrees, at its own expense, to timely file patent applications relating to the Proprietary Property in the countries listed on Exhibit 2 hereto with regard to the Proprietary Property listed in Exhibit 1 as of the Effective Date and with regard to Licensor Improvements as set forth in Section 3.3. 3.2 PATENT PROSECUTION. Licensor further agrees to use its best efforts to prosecute such patent applications and to maintain any patents issued thereon. CONFIDENTIAL TREATMENT REQUEST Notwithstanding the foregoing sentence, in the event that Licensor within its sole judgment and discretion determines that prosecution or maintenance of a patent in a particular country is not economically viable or otherwise feasible, Licensor shall promptly notify Licensee of Licensor's intention to abandon such patent application or patent. Licensor shall not otherwise abandon a patent or patent application within the Patent Rights. Upon receipt of such notice, Licensee, in its sole discretion, may elect to assume responsibility (and to pay associated fees and expenses generated after Licensee assumes such responsibility) with respect to a patent application or patent which Licensor intends to abandon. The notice shall be provided sufficiently in advance of any deadlines or due dates such that Licensee has a reasonable time within which to assume responsibility and comply with the deadlines or due dates. Licensee may, in its sole discretion, abandon any patent application or patent for which it has previously assumed responsibility and will not be liable to Licensor in any way for such abandonment. 3.3 LICENSOR IMPROVEMENTS. Licensor agrees to make available promptly to Licensee during the term of this Agreement any Improvements now or hereafter found, owned, or controlled by Licensor, and to submit to Licensee all available Know-How pertaining thereto. Such Improvements in or to the Licensed Proprietary Property and the corresponding rights throughout the world in patents or copyrights shall be the property of Licensor, and shall be included in the Licensed Proprietary Property licensed to Licensee subject to all of the terms and conditions set forth in this Agreement. 3.4 LICENSEE IMPROVEMENTS; REPORTING. Licensee shall promptly submit to Licensor during the term of this Agreement all available information and Know-How on CONFIDENTIAL TREATMENT REQUEST any Improvements, whether patentable, copyrightable or not, now or hereafter found, discovered, invented, owned, or c...
Patent Applications. It is understood by the parties that, pursuant to the Baylor Technology Transfer Agreement, MAS has the initial responsibility for filing, prosecution and maintenance of Patents and Patent Applications covering the Baylor Technology. The parties agree that, as between MAS and IllumeSys, MAS shall be responsible for deciding whether and how to file, prosecute and maintain the Patents and Patent Applications, provided that:
Patent Applications. WU has the sole right to control the preparation, filing, prosecution, issue and maintenance of Patent Rights patents and applications. Subject to compliance by Licensee of the terms and conditions of this Agreement (including, without limitation, Section 9.2 below),WU will (a) prosecute and maintain the applications and patents within the Patent Rights, and (b) prepare, file and prosecute additional applications within the Patent Rights as Licensee may reasonably request, in WU's name at Licensee’s sole cost and expense. WU will select qualified outside patent counsel and corresponding foreign associates reasonably acceptable to Licensee to prepare, file, prosecute and maintain U.S. patents/applications and foreign counterparts within the Patent Rights. WU will consult with Licensee regarding the prosecution of Patent Rights patent applications including, without limitation, providing Licensee a reasonable opportunity to review and comment on proposed submissions to any patent office before the submission is filed. WU will keep Licensee reasonably informed of the status of Patent Rights patents and applications by timely giving Licensee copies of significant communications relating to such Patent Rights that are received from any patent office or outside patent counsel of record or foreign associate.
Patent Applications. Consultant agrees that should the Company elect to file an application for patent protection either in the United States or in any foreign country, on a Subject Invention of which Consultant was an inventor or co-inventor, he will execute all necessary documentation relating to the patent applications, including formal assignments to the Company. Consultant further agrees that he will cooperate with attorneys or other persons designated by the Company by explaining the nature of any Subject Invention for which the Company elects to file an application for patent protection, reviewing applications and other papers and providing any other cooperation required for prosecution of the patent applications. The Company will be responsible for all expenses incurred for the preparation and prosecution of all patent applications on Subject Inventions assigned to the Company.
Patent Applications. Licensor agrees, at its own expense, to timely file patent applications relating to the Proprietary Property in the countries listed on Exhibit 2 hereto with regard to the Proprietary Property listed in Exhibit 1 as of the Effective Date and with regard to Licensor Improvements as set forth in Section 3.3.
Patent Applications. All patent applications owned by or licensed to the Company or under which the Company has rights (including all applications pursuant to which patents have been issued) have, to the knowledge of the Company, been duly and properly filed; 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 would preclude the grant of a patent in connection with any such application or could form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.