Resolution by Independent Patent Expert Clause Samples

POPULAR SAMPLE Copied 1 times
Resolution by Independent Patent Expert. If the Parties through a period of up to one month of Joint Technical Committee discussions cannot agree as to whether any license is Necessary, they will submit the disagreement to an experienced patent attorney mutually acceptable to the Parties — and who does not otherwise perform work for either Party or any of its Affiliates and is not affiliated with them — (a “Patent Expert”) for resolution. They shall engage such Patent Expert within thirty (30) days after either Party notifies the other of a disagreement as to whether a license is Necessary. If the Parties cannot agree as to who such Patent Expert shall be within such time period, then the total of two nominees of the Parties (one from each Party) shall select a third Patent Expert who shall be the attorney to resolve the dispute. If such two (2) * Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission. people cannot agree on the third person, then the arbitral body referred to in Section 13.10 shall select the Patent Expert who shall be the attorney to resolve the dispute. The Parties shall share equally the expenses incurred for the services of such Patent Expert and arbitral body. Within thirty (30) days after engaging the Patent Expert, the Parties shall each submit up to twenty (20) pages of documentation to the Patent Expert. Within five (5) Business Days thereafter, the Parties shall convene a discussion with the Patent Expert during which each Party may orally present its position as to whether a license is Necessary for no more than two (2) hours. The Parties shall require the Patent Expert to render his or her guidance as to whether a license is Necessary within five (5) Business Days after the oral presentations. Neither Party shall engage in any ex parte communications with the Patent Expert. The Parties shall accept the Patent Expert’s decision on whether each license is Necessary absent any fraud. The Parties shall provide for all discussions of Necessary licenses hereunder to be conducted under circumstances that best preserve the privileged nature of such discussions. This shall include without limitation, entering into an appropriate joint defense/common interest agreement and conducting such discussions through counsel or at the very least with counsel present. With respect to resolving disputes over the [***...
View Source

Related to Resolution by Independent Patent Expert

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Notice/Cooperation by Indemnitee Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Notice and Cooperation by Indemnitee Indemnitee shall, as a condition precedent to his/her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights or defenses. Notice to the Company shall be given in accordance with Section F.7 below. If, at the time of receipt of such notice, the Company has directors’ and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee, all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.