BASE PATENTS Clause Samples

BASE PATENTS. Exhibit A sets forth as of the Effective Date an accurate, correct and complete list of patents and patent applications owned or licensed by ALTUS that constitute Base Patents. To the knowledge of ALTUS, the Base Patents that are issued are valid and enforceable ALTUS owns and possesses all right, title and interest, or holds a valid license, in and to the Base Patents, free of any lien, charge or encumbrance and no other Person has been granted by ALTUS any rights in such with respect to the Licensed Product in the Territory. No claim has been asserted threatened by any person regarding the use or licensing by ALTUS of the Base Patents. To the knowledge of ALTUS, its use of the Base Patents does not violate or infringe, and has not in the past violated or infringed the rights of any Third Party, and no claims have been asserted by ALTUS against any other person claiming infringement of the Base Patents. As of the Effective Date, ALTUS has no knowledge of any Third Party patent or patent application that would be expected to have a material adverse effect on the business and operations to be conducted by either Party as contemplated by this Agreement; ALTUS is not aware of any Patents or Patent applications that would prevent the development, use and sale of the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Product as contemplated by this Agreement. Additionally, as of the Effective Date, ALTUS has not received written notice from any Third Party that TheraCLEC-Total infringes on any patent or patent application owned by such Third Party that would have an adverse effect on the operations to be conducted in the Field in the Territory by the Parties under this Agreement.
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BASE PATENTS. The Parties acknowledge that the Divestiture Agreement governs responsibility for enforcing the Base Patents. To the extent permitted by the Divestiture Agreement, and only to the extent permitted by the Divestiture Agreement, the Parties agree that as between OSI and Genentech, the provision of this Section 11.8(b)(iv) shall apply. OSI shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of any of the Base Patents by counsel of its own choice. If OSI chooses not to bring an action or proceeding in the Territory with respect to such a Base Patent within sixty (60) days of being notified of such infringement (thirty (30) days in the case of an action brought under the Hatc▇-▇▇▇▇▇▇ ▇▇▇ (or any foreign equivalent)), then, to the extent permitted by the Divestiture Agreement, Genentech shall have the right (but not the obligation) to bring such action in the Territory. If Genentech is not permitted to bring such action under the Divestiture Agreement and requests OSI to bring such actions on Genentech's behalf, then OSI shall bring such action to the extent permitted by the Divestiture Agreement at Genentech's sole cost and expense. The Party not prosecuting the action may elect to contribute ** of the costs and expenses of such action or proceeding by providing written notice to the controlling Party within forty-five (45) days of the date such action or proceeding is first brought. Otherwise, the controlling Party shall bring such action or proceeding at its own cost and expense. The party not bringing such action or proceeding agrees to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding. Any damages or other monetary awards recovered from settlement or judgment from such an action or proceeding shall be allocated first to reimburse the costs and expenses of the controlling Party, then to reimburse the costs and expenses, if any, of the other Party (except for costs associated with the other Party being represented by counsel of its own choice). If a single Party has paid the costs and expense of such action or proceeding, any amounts remaining shall be paid to such Party. Alternatively, if both Parties have paid the costs and expense of such action or proceeding, any amounts remaining shall be equally shared by the Parties.
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BASE PATENTS. Memory shall have the right, but not the obligation, to prepare, file, prosecute (including interference and opposition proceedings) and maintain (including interferences, re-examination and opposition proceedings) (collectively, "Handle") the Base Patents. Memory shall use reasonable efforts to consult with Roche as to the Handling of the Base Patents in sufficient time (for example 30 days for instances where actions are due within 3 months of a communication from a Patent Office) before any action is due to allow Roche to provide comments thereon, which comments Memory must reasonably consider if provided to Memory at least thirty (30) days before such action is due. Should Memory decide that it does not desire to Handle a Base Patent in a given country, it shall provide written notice to Roche thereof no less than sixty (60) days prior to the date when the Base Patent would become abandoned in such country. After receiving such notice, Roche may, but is not obligated, to Handle the Base Patent in such country. (i) Except as provided in Section 13.2 (a)(ii) and (iii) below, Memory shall be responsible for payment of the reasonable costs to Handle the Base Patents. (ii) Roche will assume and pay for the reasonable costs to Handle any given Base Patents as described in Schedule A as Memory 1, 2 and 3 in Europe from and after national phase entry in Europe. For a given Base Patent as described in Schedule A as Memory 1, 2 and 3 no less than three (3) months before PCT national phase entry, Roche shall provide to Memory in writing a list of countries, other than the US and Europe, for which Roche requests that a national phase entry be filed ("Other Countries"). Unless the Parties otherwise agree after discussion in good faith, such list shall include Japan and additional countries, consistent with Roche's practices for Roche's other potential products. Roche shall be responsible for the payment of the reasonable costs to Handle the Base Patents as described in Schedule A as Memory 1, 2 and 3 in the Other Countries.
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BASE PATENTS. To the extent any Base Patents or other Stressgen Patent Rights are licensed to Stressgen under the MIT Agreement (collectively, “MIT Patents”), the provisions of this Section 12.2 shall be subject to all applicable terms and conditions of the MIT Agreement, and this Section 12.2 shall in no event be construed to confer on Roche any right with respect to the Handling (as defined below) of any such MIT Patents. Stressgen shall prepare, file, prosecute (including interference and opposition proceedings) and maintain (including interferences, re-examination and opposition proceedings) (collectively, “Handle”) the Base Patents (excluding any MIT Patents), at Stressgen’s expense. Stressgen shall use reasonable efforts to consult with Roche as to the Handling of all Base Patents in sufficient time (for example 30 days for instances where actions are due within 3 months of a communication from a Patent Office) before any action is due to allow Roche to provide comments thereon, which comments Stressgen must reasonably consider if provided to Stressgen at least thirty (30) days before such action is due. Should Stressgen decide that it does not desire to Handle a Target Product-Specific Base Patent in a given country, it shall advise Roche thereof no less than sixty (60) days prior to the date when the Target Product-Specific Base Patent would become abandoned in such country. At the written request of Roche, Stressgen shall then, at no cost to Stressgen, assign to Roche such Target Product-Specific Base Patent in such country, and Roche may thereafter Handle the same in Roche’s name, at Roche’s own cost, to the extent that Roche desires to do so. For purposes of clarification, as between the Parties Stressgen shall have sole control over, and decision-making authority with respect to, the Handling of Base Patents to the extent the scope of claims relates to subject matter other than Target Product.
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Related to BASE PATENTS

  • 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 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 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.

  • Licensed Patent Rights The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of:

  • Trademarks, Patents Each of the Borrower and the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.