License To Patents Sample Clauses

License To Patents. For the Term of this Agreement and any continuation thereof, WFM shall have a license to MMR's patents specifically U.S. Patent Nos. 8,117,045; 8,117,646; 8,121,855; 8,301,466; 8,321,240; 8,121,855; 8,352,288 and any other patents to be issued pursuant to pending applications filed by MMR in the United States, and all divisions, continuations, reissues and extensions thereof. Such license is limited to the products and services that are the subject of this Agreement and terminates upon the expiration or termination of this Agreement. Marketing Materials/Use of Marks. MMR will provide to WFM marketing materials to market Services to Team Members. WFM may or may not use (at WFM's discretion) MMR marketing materials, MMR marks and the MMR name (including without limitation trademarks and service marks) to market to and inform its Team Members of the MMR Employee Benefits Program. Pricing and Payment for Services. Price: Subscriptions will be charged at a rate of $[***] per Team Member pursuant to Exhibit A. Forms Management: WFM shall pay a one-time fee of $[***] for the setup of Forms Management software. In addition, WFM shall pay a monthly fee of $[***] for the usage of Forms' Management software. Custom Content: WFM shall pay a one-time fee of $[***] for the development of the Single Sign On ("SSO") bridge to Health Dialog and for hosting a series of PDF's to be provided by WFM. [***]: Confidential portions omitted and filed separately with the Commission. MMR-Whole Foods Market Employee Benefits Program Voicemail and Dynamic Fax Broadcast Services. MMR will provide WFM, at no charge, any combination of up to four (4) one minute Voicemail and/or single page Dynamic Fax Broadcasts. Additional Voicemail or Dynamic Fax Broadcasts will be charged at a per-recipient rate of $[***] per minute (for Voicemail) and $[***] per page (for Fax). For clarification purposes, the Voicemail and Dynamic Fax Broadcast Services is a separate service that allows WFM to send a Voicemail or Fax Broadcast to all users in their system and is separate and apart from the standard voice and fax services included in the user accounts. Billing and Payment. MMR will invoice WFM on a monthly basis for services covered under this Agreement. Payment is due within thirty (30) days from the date of invoice. Continuation of Services.
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License To Patents. Subject to the terms and conditions of this Agreement, during the Term, and to the extent required to enable Connetics to develop, manufacture, use and/or sell Products directly or indirectly, Soltec hereby grants to Connetics for use in the Field an exclusive license under the Patents in the Territory with the right to sublicense, and a non-exclusive license under the Patents to have the Product manufactured outside the Territory. Notwithstanding the foregoing, (a) the license granted under this SECTION 2.3 with respect to [*****], [*****] CONFIDENTIAL TREATMENT REQUESTED PAGE 6 7 and (b) Soltec shall use commercially reasonable efforts to obtain the necessary consents to sublicense to Connetics the Medeva Patents in the Territory in the Field.
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License To Patents. (a) At the Closing, Network-1 hereby grants to Cox a fully-paid, royalty-free, nonexclusive, worldwide, irrevocable license under the Patents without the right to sublicense (except as otherwise provided herein) to make, have made, use, sell, offer for sale, import, lease or otherwise dispose of products and services. The License shall only apply to products manufactured by Cxx and sold under Cxx’x trademarks and brands. The License shall be non-exclusive, non-sublicensable, nonassignable and nontransferable, however, to the extent that an Affiliate or Cox is sold or transferred, Cox may transfer to any of his Affiliates the License within the field of use involving works comprising text (but not video or audio). Network-1 further hereby grants to Cox the right to grant sublicenses under the Patents to:
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License To Patents. (a) At the Closing, Network-1 hereby grants to Cox a fully-paid, royalty-free, nonexclusive, worldwide, irrevocable license under the Patents without the right to sublicense (except as otherwise provided herein) to make, have made, use, sell, offer for sale, import, lease 7 or otherwise dispose of products and services. The License shall only apply to products manufactured by Xxx and sold under Xxx’x trademarks and brands. The License shall be non-exclusive, non-sublicensable, nonassignable and nontransferable, however, to the extent that an Affiliate or Cox is sold or transferred, Cox may transfer to any of his Affiliates the License within the field of use involving works comprising text (but not video or audio). Network-1 further hereby grants to Cox the right to grant sublicenses under the Patents to: (i) Affiliates of Cox, to dispose of products and services under the Affiliates trademarks and brands, without the right to grant further sublicenses; and (ii) third party transferees in connection with Xxx’x right to divide its license and rights in accordance with, and subject to, Section 3.1(b) of this Agreement. (b) The license and rights granted to Cox in accordance with Section 3.1(a) are transferable and/or divisible by Cox in connection with the sale or transfer of one or more of his Affiliate’s businesses or product lines making or selling products that are covered under such licenses; provided, however, such transferred and/or divided license and rights shall be limited to the operation of the business or product line as sold or transferred by Cox, or improvements thereon. For purposes of this Section 3.1, all references to Cox shall include all Affiliates of Cox. SECTION 4
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Related to License To Patents

  • Licensed Patents Licensee shall be responsible for all further patent prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the patent agent for the prosecution of the Licensed Patents, subject to the approval of Licensor as the patent owner, which approval will not be unreasonably withheld. Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution of the Licensed Patents so that Licensor may be informed and apprised of and meaningfully consulted as to the continuing prosecution. Licensor shall keep all such documentation confidential. In the event the Licensee does not agree that any given patent application or patent should be filed, prosecuted or maintained (hereinafter referred to as a “Refused Licensed Patent”) in a particular jurisdiction(s) Licensee shall indicate such disagreement in writing (hereinafter “Refusal Notice”) and upon Licensor’s receipt of such Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its owners, at Licensor’s expense, and Licensee shall not have any rights or obligations to such Refused Licensed Patent in such jurisdiction(s); provided, however, that Licensee shall retain all of its ownership rights in any Refused Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related to the filing and prosecution of the Refused Licensed Patents so that Licensee may be informed and apprised of and be meaningfully consulted with as to the continuing prosecution. Licensor shall have no obligation to continue prosecution or maintenance of any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to the Licensed Patents. Licensee shall use reasonable efforts to amend any patent application to include claims reasonably requested by the other Party and required to protect the Licensed Technology. In addition to Licensee’s obligations pursuant to section 4.1 above, Licensee shall be solely responsible for all patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) from the Effective Date onward, including all costs relating to the transfer of the Licensed Patents to the new patent agents selected by Licensee and approved by Licensor. For any patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) paid by Licensor after the Effective Date (including, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work in progress with respect to the Licensed Patents for which the Patent Costs have not already been paid by Licensor to its patent firm prior to the transfer of the Licensed Patents to Licensee’s patent agent, Licensor will direct its patent firm to copy Licensee on all such invoices from said patent firm and Licensee will promptly pay said invoices directly to Licensor’s patent firm.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Joint Patent Rights With respect to any potentially patentable Joint Invention, the Parties shall confer and agree upon which Party, if any, shall prepare, file, Prosecute (including any interferences, reissue proceedings, and other administrational proceedings) and Maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent Right”), at the responsible Party’s expense. It is the intention of the Parties that, unless otherwise agreed in writing, ATI would prepare, file, Prosecute and Maintain any Joint Patent Rights. The Party that Prosecutes a patent application in the Joint Patent Rights (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such Prosecution efforts regarding the applicable Joint Patent Rights in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent Rights being Prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Should ATI determine that it will no longer support the continued Prosecution or Maintenance of a particular Joint Patent Right in a country or jurisdiction, ATI shall provide Rigel with written notice of such determination at least thirty (30) Business Days prior to any deadline for taking action to avoid abandonment of such Joint Patent Right. Rigel shall have the right, but not ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406 obligation, to file, Prosecute and Maintain such Joint Patent Rights in the applicable jurisdiction at Rigel’s expense.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

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