Assertion Entity definition

Assertion Entity means each of Penn, Novartis, their respective Affiliates, any sublicensee of Novartis or its Affiliates under this Agreement (permitted in accordance with Section 2.02) and/or any entity that Penn or Novartis, their respective Affiliates, or such sublicensees of Novartis or its Affiliates under this Agreement has authorized to commence or conduct any legal proceeding against Juno, any sublicensee of Juno or St. Jude, or assists in the conduct of any such legal proceeding.

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Assertion Entity means (a) an Entity that has a primary purpose or primary activity of Patent Assertion or (b) an Entity and each one of its Affiliates if such Entity and all its Affiliates collectively derived from Patent Assertion more than half of their total gross revenue measured over the full twelve (12) months preceding a particular date (other than as a result, during such twelve (12) month period, of a final damages award or settlement obtained in such period from patent infringement proceedings brought by such Entity or its Affiliates against one or more other Entities based on such other Entities’ sale or distribution of one or more infringing products or services that compete against one or more products or services of such Entity or its Affiliates, provided that such Entity and all its Affiliates collectively did not derive (or were not awarded or did not otherwise obtain the right to derive pursuant to a settlement) from Patent Assertion an amount equaling more than half of their total gross revenue measured over the full twenty-four (24) months preceding a particular date). For purposes of clause (a), an Entity that has, as of a particular date, a goal or plan approved by senior management or a senior executive (or under which the Entity has begun to receive revenue) to derive from Patent Assertion, either directly, or indirectly through one or more of its Affiliates, more than half its gross revenue in any twelve (12) month period including or after that particular date shall be deemed to have a primary purpose or primary activity of Patent Assertion as of that date.

Assertion Entity means an Entity that, taken collectively with its Affiliates, earned, in the twelve-month period preceding the purported Trigger Event, a majority of its revenue from asserting or enforcing Patents.

Examples of Assertion Entity in a sentence

Such reimbursements shall be paid by the Assertion Entity within [***] after each invoice for such costs and expenses is submitted to the Assertion Entity by Juno or Juno’s counsel.
In addition, any payments required hereunder must be timely made in full when due, in cash and readily available funds; and once paid, no such amounts will be subject to replevin, refund or recovery by the Assertion Entity, its Affiliates or Permitted Sublicensees, irrespective of whether such challenge was successful.
No Assertion Entity shall First Assert any challenge to the validity or enforceability of any Licensed Patent(s) in any court, administrative agency or any other forum (“Challenge”).
If Juno determines not to terminate the Agreement, then the Assertion Entity shall reimburse Juno for any and all costs and expenses incurred by Juno in defense and settlement of such proceedings (Including damages, settlement payments, attorneys’ fees, expert witness fees and court costs).
If such Non- Assertion Entity is not a LOT User, it shall be an intended third party beneficiary of this LOT Agreement to the extent necessary to effect the termination set forth in the preceding sentence and to reinstate the terminated licenses in its discretion in accordance with clause (ii) below.
If any Assertion Entity commences any Challenge while this Agreement remains in force, Juno, in its sole discretion, may terminate this Agreement.
The License further includes immunity following first Transfer of the respective Subject Patent to an Assertion Entity for use, reproduction, and further sale, offer for sale, and distribution of the Licensee’s Products and Services by a distributor, reseller, re-licensor or customer of the Licensee, including reproduction and distribution of authorized copies of software sold or otherwise distributed (including by license of copies) by such Licensee.
The Licenses granted to a LOT User or its Affiliate that has or is deemed to have withdrawn will remain in effect only with respect to Subject Patents of Licensors that were Transferred to an Assertion Entity prior to the date on which such withdrawal is effective.
The Licenses granted to a Dissenting LOT User and its Affiliates will remain in effect after the applicable Limitation Date only with respect to Patents that are Subject Patents of Licensors as of the Limitation Date, including those Transferred to an Assertion Entity after the Limitation Date.
If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Company or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents).

More Definitions of Assertion Entity

Assertion Entity means (a) an Entity that either (i) has a primary purpose or primary activity of Patent Assertion or (ii) measured over the full twelve (12) months preceding a particular date derived or sought to derive, either directly or indirectly through one or more of its Affiliates, more than half of its gross revenue from Patent Assertion or (b) an Entity and each one of its Affiliates if such Entity and all its Affiliates collectively derived more than half of their total gross revenue from Patent Assertion measured over the full twelve (12) months preceding a particular date. For purposes of clause (a), an Entity that has as of a particular date a goal or plan to derive, either directly or indirectly through one or more of its Affiliates, more than half its annual gross revenue from Patent Assertion shall be deemed to have a primary purpose or primary activity of Patent Assertion as of that date.

Assertion Entity means an Entity and each one of its Affiliates if such Entity and all its Affiliates collectively derived from Patent Assertion more than half of their total consolidated gross revenue measured over the full twelve (12) months preceding a particular date (other than as a result, during such twelve (12) month period, of a damages award or settlement obtained in such period from patent infringement proceedings brought by such Entity or its Affiliates against one or more other Entities based on such other Entities’ sale or distribution of one or more infringing products or services that compete against one or more bona fide commercial products or services of such Entity or its Affiliates, provided that such Entity and all its Affiliates collectively did not derive (or were not awarded or did not otherwise obtain the right to derive pursuant to a settlement) from Patent Assertion an amount equaling more than half of their total consolidated gross revenue measured over the full twenty-four