Related to Licensee Sole Patents
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Company means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Director means a member of the Board.
Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
Agreement has the meaning set forth in the preamble.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Board means the Board of Directors of the Company.
Commission means the Securities and Exchange Commission.
Department means the department of natural resources.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Licensee Patents means all Patents, other than Licensed Patents, Joint Patents and Product Patents, that (a) Licensee or any of its Affiliates Controls as of the Effective Date and during the Term, (b) relates to the Compound or Licensed Product, or the manufacture or any uses thereof, or claims or is based on any Licensee Technology, and (c) are necessary or reasonably useful for to Exploit the Compound or any Licensed Product in the Field in any country, Region or jurisdiction. For clarity, Licensee Patents shall exclude Licensee’s interest in any Joint Patents, and exclude all Patents to the extent of claims in such Patents that Cover another proprietary compound of Licensee or its Affiliates and do not Cover the Compound.
Licensed Patent Rights means:
Licensed Patents mean patent claims licensable by a Contributor which are necessarily infringed by the use or sale of its Contribution alone or when combined with the Program.
Patent Rights means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.
Joint Patent Rights means Patent Rights that contain one or more claims that cover Joint Technology.
Assigned Patent Rights means the Patents and the additional rights set forth in paragraph 4.2.
Licensed IP means the Intellectual Property owned by any person other than the Corporation and the Subsidiaries and which the Corporation and/or a Subsidiary uses;
Licensed Patent excludes any continuation-in-part (CIP) patent application or patent.
Program Patent Rights means any Patent Rights that contain one or more claims that cover Program Inventions.
Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.
Licensee Technology means the Licensee Know-How and Licensee Patents.
Product Patents means all patents owned by or licensed to Galephar, and for which Cipher or any of its Affiliates has a license from Galephar, (i) which have issued as of the Effective Date or (ii) which issue at any time from applications pending as of the Effective Date, or from applications subsequently filed during the Term of this Agreement, which (in the case of both (i) and (ii)) claim inventions necessary or useful for the Manufacture, use, import or Marketing of the Product, including any continuation, division, continuation-in-part, and any provisional applications, and which patents have not expired or been held invalid or unenforceable by a court of competent jurisdiction in a final, non-appealable decision, including all substitutions, extensions, registrations, confirmations, re-examinations, reissues or renewals of such patents. Schedule B lists, as of the Effective Date, all such Patents that have issued and pending applications and Schedule B shall be amended from time to time to include patents or applications owned by or licensed to Galephar and licensed to Cipher or one or more of its Affiliates to the extent they claim inventions necessary or useful for Manufacturing, use, import, or Marketing of the Product within the Territory or an amendment to any Product Patents.
Patent Right means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or renewal thereof; (b) a pending patent application, including any continuation, divisional, continuation-in-part, substitute or provisional application thereof; and (c) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction.
Licensed Technology means the Licensed Patents and the Licensed Know-How.