Priority Applications Clause Samples

Priority Applications. Each Party promptly will notify the other Party in writing ("Patent Notice") of any Inventions on which it intends to file a patent application. [*] CONFIDENTIAL TREATMENT IS REQUESTED Within sixty (60) days after receipt of the Patent Notice, the Parties shall agree upon which Party shall prepare and file a priority application ("Invention Priority Application") Covering such Invention. As a general rule, Memory shall prepare and file an Invention Priority Application Covering Memory Inventions and Roche shall prepare and file an Invention Priority Application Covering Roche Inventions. For a Joint Invention, if both Parties wish to have an Invention Priority Application filed, then the Parties shall agree upon a mutually acceptable external patent counsel for such activity. For purposes of this Article, the Party preparing and filing an Invention Priority Application is a "Filing Party" and the other Party is a "Non-Filing Party". For a Joint Invention, the Parties shall agree which shall be the Filing Party and which shall be the Non-Filing Party on a case-by-case basis. (A) Subject to Subsection 13.2(b)(iii), and any other provision in this Article 13, the Non-Filing Party will reimburse the Filing Party for fifty percent (50%) of the reasonable and documented external costs for preparing, filing and prosecuting the Invention Priority Application and maintaining any resulting Patent Rights within forty-five (45) days of invoice by the Filing Party; (B) The Filing Party promptly will prepare and send to the Non-Filing Party a draft of the Invention Priority Application for the Non-Filing Party's comment and approval; and (C) The Non-Filing Party shall confirm receipt of the draft Invention Priority Application and provide its comments on the draft to the Filing Party within thirty (30) days after receipt thereof ("Comment Period"). After reasonably considering the Non-Filing Party's comments, the Filing Party shall file the Invention Priority Application. If the Non-Filing Party fails to provide comments on a draft within the Comment Period, the Filing Party shall be free to file the Application at the end of the Comment Period or later. If Non-Filing Party does not timely notify the Filing Party in writing of interest in a Invention Priority Application, the Filing Party shall be free to file the application at its sole expense and discretion.
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Priority Applications. For Joint Inventions, the Parties shall agree which Party shall have the right to prepare and file a priority patent application (“Priority Filing Party”). If both Parties wish to have a priority application filed (“Joint Invention Priority Application”), then: (A) Each Party will pay one half (1/2) of the reasonable external costs for preparing, filing and prosecuting the Joint Invention Priority Application and maintaining any resulting patents; (B) The Priority Filing Party promptly will prepare and send to the other Party a draft of the Joint Invention Priority Application for the other Party’s comment and approval; and (C) The other Party shall confirm receipt of the draft Joint Invention Priority Application and provide its comments to the Priority Filing Party on the draft within thirty (30) days after receipt thereof (“Comment Period”). After incorporating the other Party’s reasonable comments, the Priority Filing Party shall file the Joint Invention Priority Application. If the other Party fails to provide comments on a draft within the Comment Period, the Priority Filing Party shall be free to file the Application at the end of the Comment Period or later. If a Party does not have an interest in having a Joint Invention Priority Application filed, the other Party shall be free to file the application at its sole expense and discretion.
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Priority Applications. Stressgen promptly will notify Roche in writing (“Patent Notice”) of any Stressgen Inventions on which Stressgen intends to file a patent application. Within sixty (60) days after receipt of the Patent Notice, Roche will notify Stressgen in writing if Roche has an interest in having a priority patent application filed. If Roche timely notifies Stressgen in writing of interest in having a priority application filed (“Stressgen Invention Priority Application”), then: (A) Roche will reimburse Stressgen for fifty percent (50%) of the reasonable and documented external costs for preparing, filing and prosecuting the Stressgen Invention Priority Application and maintaining any resulting Stressgen Patents within thirty (30) days of invoice by Stressgen; (B) Stressgen promptly will prepare and send to Roche a draft of the Stressgen Invention Priority Application for Roche’s comment and approval; and (C) Roche shall confirm receipt of the draft Stressgen Invention Priority Application and provide its comments on the draft to Stressgen within thirty (30) days after receipt thereof (“Comment Period”). After reasonably considering Roche’s comments, Stressgen shall file the Stressgen Invention Priority Application. If Roche fails to provide comments on a draft within the Comment Period, Stressgen shall be free to file the Application at the end of the Comment Period or later. If Roche does not timely notify Stressgen in writing of interest in a Stressgen Invention Priority Application, Stressgen shall be free to file the application at its sole expense and discretion.
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Related to Priority Applications

  • Seniority Application Except under extraordinary circumstances, vacations, shifts, shift transfers and regular days off shall be scheduled with due regard for the needs of the agency, seniority, and employee preference. The state and the PBA understand that there may be times when the needs of the agency will not permit such scheduling.

  • Regulatory Applications (a) Summit and GAFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of Summit and GAFC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

  • Third Party Applications Oracle or third party providers may offer Third Party Applications. Except as expressly set forth in the Estimate/Order Form, Oracle does not warrant any such Third Party Applications, regardless of whether or not such Third Party Applications are provided by a third party that is a member of an Oracle partner program or otherwise designated by Oracle as “Built For NetSuite,” "certified," "approved" or “recommended.” Any procurement by Customer of such Third Party Applications or services is solely between Customer and the applicable third party provider. Customer may not use Third Party Applications to enter and/or submit transactions to be processed and/or stored in the Cloud Service, unless Customer has procured the applicable subscription to the Cloud Service for such use and access.

  • 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:

  • Priority and Liens At all times prior to the Exit Facility Conversion Date, (a) Each Grantor hereby covenants, represents and warrants that upon entry of each DIP Order, the Obligations of such Grantor hereunder and under the other Loan Documents: (i) pursuant to section 364(c)(1) of the Bankruptcy Code and subject to the Carve-Out, shall at all times constitute an allowed Superpriority Claim (excluding any avoidance activity under the Bankruptcy Code (but including the proceeds therefrom)); (ii) pursuant to section 364(c)(2) of the Bankruptcy Code and subject to the Carve-Out, shall at all times be secured by first priority, valid, binding, enforceable and perfected security interests in, and Liens upon, all unencumbered tangible and intangible property of such Grantor, including any such property that is subject to valid and perfected Liens in existence on the Petition Date, which Liens are thereafter released or otherwise extinguished in connection with the satisfaction of the obligations secured by such Liens (excluding any avoidance actions under the Bankruptcy Code (but including the proceeds therefrom)). (iii) pursuant to section 364(c)(3) of the Bankruptcy Code and subject to the Carve-Out, shall at all times be secured by junior, valid, binding, enforceable and perfected security interests in, and Liens upon, all (A) property of each of the Loan Parties’ estates that, on the Petition Date, was subject to a valid and perfected Lien (other than the Liens securing the Prepetition Indebtedness) or becomes subject to a valid Lien perfected (but not granted) after the Petition Date to the extent such post-Petition Date perfection in respect of prepetition claims is expressly permitted under the Bankruptcy Code (the “Permitted Prior Liens”), (B) property of each of the Grantors’ estates that is subject to valid rights of setoff, and (C) property of each of the Grantors’ estates that is subject to such other Liens as are expressly permitted under Sections 6.02(c), (d), (e), (f), (g), (h), (i) or (o) of the Credit Agreement (such Liens described in this clause (C), along with the Permitted Prior Liens, the “DIP Permitted Liens”); provided that the Liens granted under the Loan Documents shall not be subject or subordinate to (1) notwithstanding anything to the contrary in the Loan Documents or the DIP Orders, any DIP Permitted Lien or security interest that is avoided and preserved for the benefit of the Grantors and their estates, (2) except as provided in the DIP Orders and the Loan Documents, any Liens arising after the Petition Date including, any Liens or security interests granted in favor of any federal, state municipal or other governmental unit, commission, board or court for any liability of the Grantors; or (3) any intercompany or affiliate Liens of the Grantors; and (iv) pursuant to section 364(d)(1) of the Bankruptcy Code and subject only to the Carve-Out and clause (iii) above, shall at all times be secured by first priority, priming, valid, binding, enforceable and perfected security interests in, and Liens upon, all the Prepetition Collateral. (b) The Secured Parties’ Liens and Superpriority Claims as described herein and Section 2.26(a) of the Credit Agreement shall have priority over any claims arising under section 506(c) of the Bankruptcy Code, and shall be subject and subordinate only to (i) the Carve-Out and (ii) to the extent provided in the Term Loan/Revolving Facility Intercreditor Agreement, the Liens securing the Obligations under and as defined in the Revolving Facility Credit Agreement in respect of the Revolving Facility First Lien Collateral. Except as set forth herein or in the Term Loan/Revolving Facility Intercreditor Agreement, no other claim having a priority superior to or pari passu with that granted to Secured Parties by the Interim Order and Final Order, whichever is then in effect, shall be granted or approved while any Obligations under this Agreement remain outstanding. (c) Except for the Carve-Out, no costs or expenses of administration shall be imposed against Administrative Agent, Lenders, any other Secured Party or any of the Collateral under sections 105 or 506(c) of the Bankruptcy Code, or otherwise, and each of the Grantors hereby waives for itself and on behalf of its estate in bankruptcy, any and all rights under sections 105 or 506(c) of the Bankruptcy Code, or otherwise, to assert or impose or seek to assert or impose, any such costs or expenses of administration against Administrative Agent, the Lenders or any other Secured Party. (d) Except for the Carve-Out, the Superpriority Claims shall at all times be senior to the rights of each Grantor, any chapter 11 trustee and, subject to section 726 of the Bankruptcy Code, any chapter 7 trustee, or any other creditor (including, without limitation, post-petition counterparties and other post-petition creditors) in the Chapter 11 Cases or any subsequent proceedings under the Bankruptcy Code, including, without limitation, any chapter 7 cases (if any of the Grantor’s cases are converted to cases under chapter 7 of the Bankruptcy Code). (e) Notwithstanding any failure on the part of any Grantor or the Collateral Agent or the Lenders to perfect, maintain, protect or enforce the Liens and security interests in the Collateral granted hereunder, the Interim Order and the Final Order (when entered) shall automatically, and without further action by any Person, perfect such Liens and security interests against the Collateral (if and to the extent perfection may be achieved by the entry of the DIP Financing Orders).