Transfer of Licensed Patents Sample Clauses

Transfer of Licensed Patents. MIPS agrees, on behalf of itself and its Affiliates, that all of the licenses, releases, covenants not to sxx and other rights granted by them and all their obligations set forth in this Agreement that relate to the Licensed Patents (the “Patent Obligations”) shall run with any Licensed Patents that are transferred. MIPS shall ensure that any assignee, transferee or successor to any of the Licensed Patents (including the acquiring or surviving entity in connection with any acquisition or other Change of Control of MIPS), or any other entity (such as an exclusive licensee) that obtains any enforcement rights with respect to any of the Licensed Patents is notified in advance of and agrees in writing, prior to or as part of such assignment, transfer or grant, to be bound by all such Patent Obligations (including the obligation to obtain such written agreement from any subsequent assignee, transferee, successor or grantee). [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Transfer of Licensed Patents. MIPS agrees, on behalf of itself and its Affiliates, that all of the licenses, releases, covenants not to xxx and other rights granted by them and all their obligations set forth in this Agreement that relate to the Licensed Patents (the “Patent Obligations”) shall run with any Licensed Patents that are transferred. MIPS shall ensure that any assignee, transferee or successor to any of the Licensed Patents (including the acquiring or surviving entity in connection with any acquisition or other Change of Control of MIPS), or any other entity (such as an exclusive licensee) that obtains any enforcement rights with respect to any of the Licensed Patents is notified in advance of and agrees in writing, prior to or as part of such assignment, transfer or grant, to be bound by all such Patent Obligations (including the obligation to obtain such written agreement from any subsequent assignee, transferee, successor or grantee).
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Transfer of Licensed Patents. Each Party represents and warrants that it shall not, and that they shall procure that their Affiliates shall not, (i) transfer or assign, or (ii) otherwise provide any right to assert (including but not limited to by grant of any exclusive right) any of the Licensed Patents, unless (a) such assignment, transfer or license is made subject to maintenance of the licenses and rights as granted under this Agreement and (b) such assignment, transfer or license requires subsequent assignees to do the same.
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Transfer of Licensed Patents. Consistent with Section 13.2.2 of the BII Agreement, as amended by the BII Side Letter, and the exercise of the option by Notable of its option under the BII Side Letter, Oncoheroes shall no longer have any rights to use the Licensed Patents and ownership of the Licensed Patents shall automatically transfer to Notable. Oncoheroes shall execute all assignments necessary to effectuate transfer of ownership of all Licensed Patents to Notable.
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Transfer of Licensed Patents. Nothing contained herein shall prohibit Xxxxxx from selling or assigning any Licensed Patent, provided that Xxxxxx shall procure from its buyer or assignee that any such sale or assignment of any such Licensed Patent shall be subject to the licenses, covenants and releases granted to Licensee herein. If Xxxxxx or any of its Affiliates transfers its business in whole or in part through divestiture, merger or otherwise to a Third Party, Xxxxxx shall procure, prior to the divestiture, that the license, covenant and release granted to Licensee under this Agreement shall continue (as if no such divestiture occurs) for the Term.
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Transfer of Licensed Patents. This Agreement and the licenses granted herein will continue until the termination or expiration of this Agreement despite any transfer of any Licensed Patents to a Third Party.
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Transfer of Licensed Patents. In the event a Party desires to transfer Patents licensed under this Agreement to any Person, such transfer shall be subject to the following conditions: (i) a Party may transfer the licensed Patents only if the transferee agrees in writing to receive the patent rights subject to the outbound license granted to the other Party in Section 2.1, 2.2 or 2.3, as applicable; (ii) the transferee (except for a transferee which is the transferring Party’s Subsidiary at the time of transfer) shall not receive any benefit of the inbound license granted in Section 2.1, 2.2 or 2.3, as applicable; (iii) any transfer in violation of this Section 2.4 shall render such transfer null and void; and (iv) the transferee agrees in writing that any subsequent transfer of the licensed Patents shall be subject to the same conditions set forth in this Section 2.4. [*****] Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
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Related to Transfer of Licensed Patents

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property 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. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.

  • Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.

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

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

  • Prosecution of Patent Applications At its own expense, each Assignor shall diligently prosecute all material applications for (i) United States Patents listed in Annex F hereto and (ii) Copyrights listed on Annex G hereto, in each case for such Assignor and shall not abandon any such application prior to exhaustion of all administrative and judicial remedies (other than applications deemed by such Assignor to be no longer prudent to pursue), absent written consent of the Collateral Agent.

  • Scope of License Except for such rights expressly granted to the Company herein, no license, right, title or interest in or to the Licensed Intellectual Property is granted to the Company or any other entity, either expressly or by implication, estoppel or otherwise.

  • Grant of License to Use Intellectual Property Collateral For the purpose of enabling Agent to exercise rights and remedies under Section 7 hereof (including, without limiting the terms of Section 7 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license 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.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

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