Diodem definition
Examples of Diodem in a sentence
Parent agrees to indemnify the Seller to the extent of any direct liabilities to Diodem that arise out of Seller’s cooperation with directives of Parent to take action that Seller would not have otherwise taken with respect to Diodem, provided that as a condition to such indemnification, Seller hereby assigns to Parent any recovery, at law or in equity, obtained against third parties as a result of such directives of Parent.
This assignment referenced in this Section 7.6 shall be construed broadly in favor of Parent to encompass any rights, claims, remedies, actions, and/or demands which may arise during, and/or upon Seller being dismissed from, the Diodem Lawsuit, including, but not limited, to claims for malicious prosecution, abuse of process, and/or violations of Rule 11 of the Federal Rules of Civil Procedure.
The Seller shall use its best efforts to cooperate with Parent concerning any claims, defenses, rights and/or remedies that Seller may have in connection with the civil action, Case No. CV03-2142 GAF (RCx), filed by Diodem LLC and against Lumenis Inc., Lumenis Ltd., Continuum, the Seller and others for patent infringement in the U.S. District Court for the Central District of California, Western Division (the “Diodem Lawsuit”).
For the avoidance of doubt, in no event shall this Section 9 entitle Diodem to collect any amounts, other than as expressly contemplated in this Agreement, from Biolase with respect to the Diodem Patents or with respect to Biolase’s patents (other than the Diodem Patents).
Diodem has not retained any broker in connection with the transactions contemplated hereby.
Upon filing of this Agreement with the USPTO, all action necessary or desirable to protect and perfect Diodem’s lien on the Patent Collateral shall have been duly taken, and Grantors shall, from time to time, execute and file such other instruments and take such further actions as Diodem may reasonable request to perfect or continue the perfection of Diodem’s interest in the Patent Collateral.
Neither ▇▇▇▇ ▇▇▇▇▇, an individual, nor the law firm of ▇▇▇▇▇ & Luner LLP owns any equity interest (whether by reason of being a stockholder, shareholder, principal, partner or member) of Diodem.
Diodem further has had an opportunity to ask questions and receive answers from Biolase regarding the terms and conditions of the investment in the Diodem Shares and the Warrant and to obtain additional information (to the extent Biolase possesses such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Diodem or to which Diodem had access.
In the event that Diodem at any time becomes aware of any fact, circumstance, claim or assertion that could lead to any action, claim or other proceeding involving or with respect to the Diodem Patents or the Patent Pool, Diodem shall immediately provide Biolase with notice of such fact, circumstance, claim or assertion.
The execution, delivery and performance of this Agreement by Diodem and the consummation by Diodem of the transactions contemplated hereby have been duly authorized by the members and, if applicable, the managers of Diodem and no other proceedings on the part of Diodem, or its managers or members, are necessary to authorize this Agreement and the transactions contemplated hereby.