Non-Assertion Covenant definition

Non-Assertion Covenant means the covenant between the Parties that the Inventing Party will not assert, and that it will cause its Subsidiaries not to assert against the other Party, any claim of infringement of its or their respective rights (including any applicable patent, other statutory rights, or common law rights) in Inventions for making, having made, using, having used, leasing, selling, offering for sale, disclosing, importing and/or otherwise transferring any products or practicing or having practiced any method.
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Examples of Non-Assertion Covenant in a sentence

  • Buyer may not assign or transfer any of its rights under the Non-Assertion Covenant by operation of law or otherwise, without the express written consent of BTR/ALI, which shall not be unreasonably withheld, but may otherwise assign its other rights and obligations under this Agreement to a successor to all or substantially all of its stock, business, or assets whether by sale, merger, or otherwise.

  • BA hereby acknowledges that, except as expressly stipulated in Article 2.2 above, the BSA Non-Assertion Covenant shall not include the right and license for any Customer to manufacture, use and sell any products made using BSA and covered by any of the MCC Patents nor any specific rights related to PBS or PBSA.

  • For clarity, the PU/PO Non-Assertion Covenant will not extend to any derivative products made with PU/PO.

  • BTR/ALI and the Officers agree that Buyer’s immediate and mediate suppliers and customers are third-party beneficiaries of the Non-Assertion Covenant, and as such will be fully entitled to exercise Buyer’s rights under the Non-Assertion Covenant on their own behalf.

  • If BA directly or indirectly questions or contests the validity of patents within the MCC Patents with the goal to invalidate claims related to PU/PO through an official action in writing, MCC will have the right to terminate the portion of this Agreement that relates to the PU/PO Non-Assertion Covenant with immediate effect.

  • For the avoidance of any doubt, any claim of a violation of the Protective Order by BTR/ALI or the Officers will not be covered by the Non-Assertion Covenant and no claim by Actel of a violation of the Protective Order will relieve BTR/ALI and the Officers or their Affiliates of any obligations under the Non-Assertion Covenant.

  • This Additional BTR/ALI Non-Assertion Covenant is intended to be a complete defense against such claims, and the sole and exclusive remedy of Buyer for any breach of this Additional BTR/ALI Non-Assertion Covenant shall be to raise this Covenant as a complete defense to any such claim.

  • This Actel Non-Assertion Covenant is intended to be a complete defense against such claims, and the sole and exclusive remedy of BTR/ALI and the Officers for any breach of this Actel Non-Assertion Covenant shall be to raise this Covenant as a complete defense to any such claim.

  • For clarity, the BSA Non-Assertion Covenant will not extend to any derivative products made with BSA.

  • By virtue of this Agreement and as security for the representations and warranties, covenants (including the Non-Assertion Covenant), indemnification, and all other BTR/ALI obligations under this Agreement, Buyer shall retain the Escrow Amount, which will constitute an escrow to be governed by the terms and conditions set forth in this Section 5 (Escrow).