Filing and Maintenance Clause Samples
The Filing and Maintenance clause outlines the responsibilities of parties to ensure that all necessary documents, registrations, or filings required by law or contract are properly submitted and kept up to date. In practice, this may involve submitting regulatory filings, maintaining corporate records, or renewing licenses and permits as needed throughout the term of the agreement. The core function of this clause is to ensure ongoing legal compliance and to prevent lapses that could jeopardize the validity or enforceability of the agreement or the parties' operations.
Filing and Maintenance. 5.1 The Licensee will pay the Licensor the Past Patent Costs (without making any deduction or set-off) representing the Licensee’s sole contribution to the patent costs incurred by the Licensor prior to the parties entering into this agreement, within thirty (30) Business Days of receiving an invoice from the Licensor dated after the Effective Date.
5.2 The Licensor shall keep the Licensee promptly and fully informed of the prosecution, status and official correspondence received in connection with the maintenance, prosecution and renewal of the Application. The Licensor shall appoint external patent attorneys for the prosecution, maintenance and renewal of the Application in consultation and agreement with the Licensee. The Licensee shall provide its comments on any patent actions that materially affect the Application in a timely manner, giving due consideration to patent office deadlines associated with such actions. The Licensor will, in consultation with the Licensee, and giving reasonable consideration to the views of the Licensee take all reasonable endeavours to prosecute, maintain, and renew the Application throughout the duration of this Licence Agreement to obtain the scope of protection most reasonably possible having regard to the Licensee’s views in the consultation. The Licensee will, within thirty (30) Business Days of receiving an invoice from the Licensor, reimburse the Licensor for all external lawyers and patent attorney fees costs and disbursements properly and reasonably (having regard to the Licensee’s requests during consultations on prosecution) incurred in respect of the prosecution, maintenance or renewal of the Application.
5.3 The Licensee shall inform the Licensor no later than the Effective Date of the territories within the scope of the PCT that it wishes to be covered in the National Phase of the Application but which shall as a minimum include those of the Key Territories (which, in respect of the European territory may be covered by a European patent) where the claimed invention of the original Application is reasonably considered by the Licensee (based on patent attorney advice) to be granted and patentable subject matter pursuant to local patent laws. In the event that the Licensee does not give the advance notice, the Licensor shall then be entitled to proceed with filing the applications [*] in up to [*] territories (with a European Patent classified as one territory) as it may in its sole discretion decide. Where not...
Filing and Maintenance. 5.1 The Licensee will pay OUI the Past Patent Costs [representing the Licensee’s sole contribution to the patent costs incurred by OUI prior to the parties entering into this agreement,] within thirty (30) days of receiving an invoice from OUI
5.2 OUI will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain, and renew the Application throughout the duration of this agreement. OUI will give all reasonable consideration to the views of the Licensee and will not unreasonably refuse to prosecute, maintain or renew Applications provided always that the Licensee agrees to bear the costs of such action according to this clause
Filing and Maintenance. Licensor shall file, prosecute, and maintain all Licensed Patents in the Licensed Territory at its own expense and shall keep Licensee fully and timely informed with respect to the course and conduct of patent application and prosecution matters. Licensor shall keep Licensee fully and timely informed with respect to the course and conduct of all patent application and prosecution matters handled by UKRF. If Licensor or UKRF elects not to pursue patent protection in any country within the Licensed Territory, Licensor shall notify Licensee and Licensee shall have the right, but not the obligation, to file, prosecute and maintain such patent(s) in such country at its own expense, and, with respect to all such patents owned by Licensor, Licensor shall transfer title to Licensee for each such patent application or patent. With respect to Joint Patents, Licensee and Licensor shall, prior to filing any patent application, review the invention and determine which Party should be responsible for coordinating the filing. All filings, prosecution and maintenance of Joint Patents shall be subject to the prior review and approval of both Parties. All costs of filing, prosecuting and maintaining a Joint Patent shall be shared equally by the Parties.
Filing and Maintenance. (a) Subject to Section 2.1(b) and 2.1(c), during the Registration Period, to the extent permitted under Securities Laws, the Issuer shall use commercially reasonable efforts to maintain a Base Prospectus filed with the Canadian Securities Commissions and maintain the effectiveness of a Registration Statement filed with the SEC that qualifies the distribution of Registrable Securities by Holders in any or all of the provinces of Canada (in the case of the Base Prospectus) and in the United States (in the case of the Registration Statement) under applicable Securities Laws, in each case at the times and on the terms and conditions provided for herein; provided, however, that this Section 2.1(a) shall not require the Issuer to file a new Base Prospectus or Registration Statement during any Blackout Period.
(b) Within 15 days of the date on which a Suspension Registration Period begins, the Issuer shall use commercially reasonable efforts to file a Base Prospectus and a Registration Statement. Following such filing, the Issuer shall use commercially reasonable efforts to have such Base Prospectus and Registration Statement, as applicable, become valid and effective. For certainty, provided that the Issuer is in compliance with this Section 2.2(b), the Issuer shall not be considered to be in default of Section 2.1(a) and the Base Prospectus and Registration Statement shall not be considered to be not valid and effective under Section 2.1(d).
(c) Each Holder who is a party to this Agreement (including any assignee under Section 2.6) shall promptly provide all such information as the Issuer reasonably requires to include such Holder as a selling securityholder under the Base Prospectus and Registration Statement maintained by the Issuer pursuant to Section 2.1(a). Within 10 days of the Issuer receiving all such information as the Issuer requires to include a Holder as a selling securityholder under the Base Prospectus and Registration Statement maintained by the Issuer pursuant to 2.1(a), the Issuer shall use commercially reasonable efforts to file an amendment to the Base Prospectus and Registration Statement to include such Holder as a selling securityholder and following such filing, the Issuer shall use commercially reasonable efforts to have such amended Base Prospectus and Registration Statement, as applicable, become valid and effective; provided that the Issuer shall not be obligated to file an amendment to the Base Prospectus or Registration Statement pu...
Filing and Maintenance. 5.1 The Licensee will pay OUI the Past Patent Costs representing the Licensee’s sole contribution to the patent costs incurred by OUI prior to the parties entering into this agreement, within [***] of receiving an invoice from OUI following execution of this agreement.
5.2 OUI will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain, and renew the Applications throughout the duration of this agreement. OUI will give all reasonable consideration to the views of the Licensee and will not unreasonably refuse to prosecute, maintain or renew Applications provided always that the Licensee agrees to bear the costs of such action according to this Clause 5.
Filing and Maintenance. TJX shall be responsible for the preparation, ---------------------- filing, prosecution and maintenance of each ▇▇▇▇ during the applicable Term for such ▇▇▇▇ and shall bear all costs associated therewith.
Filing and Maintenance. 5.1 The Licensee will pay Isis the Past Patent Costs representing the remaining 80% Licensee contribution to the patent costs incurred by Isis prior to the parties entering into this agreement, within sixty (60) days of receiving an invoice from Isis.
5.2 Isis will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain, and renew the Application throughout the duration of this Licence Agreement. The Licensee will reimburse Isis for all reasonable costs, filing fees, lawyers’ and patent agents’ fees, expenses and outgoings of whatever nature incurred by Isis in the prosecution, maintenance and renewal of the Application (including those incurred in opposition proceedings before the European Patent Office or in ex parte re-examination or inter partes review proceedings in the United States Patent and Trademark Office or any similar proceedings before any patent office challenging the grant or validity of the Application) within thirty (30) days of receiving an invoice from Isis. Isis shall be entitled to make it a condition of any action of Isis under this clause 5.2 that the Licensee provides Isis with sufficient money in advance to cover the costs likely to be incurred in the action.
5.3 The Licensee shall be entitled to remove any one or more of the countries from the Territory at any time by giving not less than three months notice to Isis. If the Application is proceeding under the PCT then such notice may not be given any earlier than the date for commencement of the National Phase filing. For the avoidance of doubt the Licensee shall remain liable for the costs mentioned in clause 5.2 that arise or are incurred by Isis during the said notice period in respect of the countries being removed.
Filing and Maintenance. Licensor will at all times own and have total discretion and control over the filing of any patent applications and prosecution and maintenance of any and all patents included within the Licensed Patent Rights.
Filing and Maintenance. USB shall apply for, prosecute and maintain Licensed Patents as it deems appropriate in its sole discretion using counsel of its own choice, provided that USB shall be reasonably diligent in the prosecution of such patent applications. USB shall provide to URC copies of each application and all Patent Office actions and responses. All
Filing and Maintenance. 5.1 The Licensee will pay OUI the Past Patent Costs within thirty (30) days of receiving an invoice from OUI.
5.2 OUI will, in consultation with the Licensee and at the Licensee’s cost, prosecute, use all reasonable endeavours to maintain, and renew the Applications throughout the duration of this agreement. OUI will give all reasonable consideration to the views of the Licensee and will not unreasonably refuse to prosecute, maintain or renew Applications provided always that the Licensee agrees to bear the costs of such action according to this clause