FILING AND MAINTENANCE OF ERC PATENTS AND RIGHT OF FIRST REFUSAL Clause Samples

FILING AND MAINTENANCE OF ERC PATENTS AND RIGHT OF FIRST REFUSAL. 5.1 Foreign Filings. ERC will inform Corning of those countries in which it has filed or intends to file patent applications concerning ERC Patents it reasonably believes are useful in the Field. ERC will pay all necessary fees to retain in force the ERC Patents licensed to Corning under this Agreement, unless Corning shall advise ERC that it no longer wishes to retain license rights thereunder, in which case, ERC may allow such ERC Patents to expire without being liable to refund any of the royalty payments set forth in this Agreement. ERC will pay any fees required to maintain any ERC Patent in any country and will not allow such patent or patent application to lapse without giving Corning at least two (2) months prior notice of such intended lapse. If Corning in good faith desires to have ERC file, maintain or prosecute any ERC Patent in any country in which ERC has not filed, or does not intend to maintain or prosecute the patents, then Corning will request ERC to file, maintain or prosecute the patents in such countries and ERC will bear the reasonable direct and other costs incurred by ERC in performing the requested tasks so long as the license granted to Corning hereunder remains exclusive and Corning shall bear such costs if the license to Corning granted hereunder becomes non-exclusive.
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Related to FILING AND MAINTENANCE OF ERC PATENTS AND RIGHT OF FIRST REFUSAL

  • Right of First Negotiation If, during the two (2) year period beginning on the First Commercial Sale of a Licensed Product by Proprius, (i) Proprius desires to divest or sublicense all or substantially all of its business relating to the Licensed Products (whether by sale, license or otherwise) to a Third Party, or (ii) a Third Party initiates such discussions with Proprius and Proprius is interested in entertaining such discussions (both (1) and (ii) are collectively referred to as a “Business Opportunity”), then Proprius will promptly notify Prometheus in writing thereof, with such notice containing a reasonably complete summary of reasonably available information necessary to evaluate the Business Opportunity; provided, however, that Proprius shall not be obligated to disclose to Prometheus the identity of any such Third Party, the terms proposed by such Third Party (if confidential) or any other confidential or proprietary information of such Third Party. If Prometheus indicates interest in pursuing the Business Opportunity within [***] business days of Prometheus’ receipt of Proprius’ written notice, the Parties will negotiate in good faith to enter into a definitive agreement. If the Parties are unable to enter into a definitive agreement within [***] days after Proprius’ receipt of Prometheus’ indication of interest, or if Prometheus does not so indicate an interest in pursuing the Business Opportunity within the [***] business day period, Proprius will be free to execute such Business Opportunity with a Third Party provided that Proprius shall not offer the Business Opportunity to a Third Party on terms more favorable then those offered to Prometheus or on terms worth less to Proprius then those offered by Prometheus for the Business Opportunity. In no event shall Proprius be obligated to enter into any such transaction with Prometheus. Notwithstanding anything in this Agreement to the contrary, any Business Opportunity entered into by Proprius with a Third Party will be subject to Prometheus’ rights under this Agreement, including, without limitation, Prometheus’ right to receive the payments set forth in Article 5. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.

  • Termination of Right of First Refusal The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").