Transfer of Patents Sample Clauses
The Transfer of Patents clause defines the terms and conditions under which ownership of patents is assigned from one party to another. Typically, this clause outlines the process for transferring legal title, specifies any required documentation, and may address the timing and scope of the transfer, such as whether it includes related patent applications or improvements. Its core function is to ensure a clear and enforceable transfer of intellectual property rights, thereby preventing future disputes over patent ownership and use.
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Transfer of Patents. In the event of any sale, assignment, transfer, exclusive license, or other conveyance of any ownership interest in a Party’s Licensed Patents (“TRANSFER”), such Party shall (i) ensure that the purchaser, assignee, transferee, or exclusive licensee (“TRANSFEREE”) shall be bound by all applicable licenses, immunities, covenants, and restrictions contained in this Agreement, (ii) require that such Transferee agree in writing prior to any such Transfer to be bound by all licenses, immunities, covenants, and other restrictions hereunder, and (iii) ensure that such Transfer does not affect such Party’s right and ability to perform all of its obligations under this Agreement. In no event shall such Party be relieved or excused from any of its obligations under this Agreement as a result of such Transfer. Notwithstanding anything to the contrary contained in Section 10.12, each Party shall have the right to file this Agreement, and ASML shall have the right to file any sublicense agreement with Zeiss SMT (including, to the extent attached thereto, the Nikon-Zeiss SMT Patent Cross-License Agreement) or any summary or translation hereof or thereof with any patent office or other Governmental Authority in order to notify potential Transferees of the existence and terms of this Agreement or such sublicense as it relates to any Licensed Patents proposed to be Transferred, provided that prior to any such filing the other Party shall be given an opportunity to propose reasonable redactions to be made to the filed version of this Agreement or such sublicense and the Parties shall cooperate with respect to agreeing on such redactions. Each Party shall provide all reasonable cooperation requested by the filing Party, at the filing Party’s expense, including, without limitation, the execution, delivery and filing of any applicable instruments, notifications, forms, affidavits and the like. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.
Transfer of Patents. Any transfer of ownership (other than by license or sublicense) of the Patents by CombiMatrix shall be subject to CombiMatrix's obligations to Nanogen set forth in this Agreement.
Transfer of Patents. If, during the Term, Philips or any of its Affiliates assigns or transfers any of the Philips TV/STB Patents or grants an exclusive or sole license to a third party under any of the Philips TV/STB Patents, Philips or the Affiliate concerned shall obtain from that third party an undertaking that it shall respect and maintain the license granted to Licensee and its Affiliates under this Agreement in accordance with its provisions.
Transfer of Patents. If, during the term of this Agreement, Philips or any of its Affiliates assigns or transfers any of the Philips UMTS/LTE Patents or grants an exclusive or sole license to a third party under any of the Philips UMTS/LTE Patents, Philips or the Affiliate concerned shall obtain from that third party an undertaking that it shall respect and maintain the license granted to Licensee and its Affiliates under this Agreement in accordance with its provisions.
Transfer of Patents. At Closing, Purchaser shall prepare and deliver to Novartis a draft assignment document for the transfer of the Patents from Novartis or its Affiliates to Purchaser in the Territory (the “Patent Assignment Documents”) in the form attached at Annex 13. Upon receipt of such Patent Assignment Documents, Novartis or its relevant Affiliate and Purchaser will promptly complete and execute the Patent Assignment Documents and Purchaser shall be responsible for filing the Patent Assignment Documents with the relevant patent registries at its sole cost and expense, including all filing costs, and external fees. Novartis’ sole obligation with regards to the transfer of the patents will be to properly execute the Patent Assignment Documents and any other documents required to register the transfer of the Patents in the Territory and to assist with related formalities and to give effect to the rights granted herein, including but not limited to any rights under the Canadian Patented Medicines (Notice of Compliance) Regulations and/or to cause its Affiliates to do same. Patents contained in Schedule 1 of Annex 2 shall be assigned to the Purchaser and Patents contained in Schedules 2 and 3 of Annex 2 shall be assigned to an Affiliate of the Purchaser as directed by the Purchaser. This Clause 10.7 shall survive Closing.
Transfer of Patents. KAVL shall file the Ancillary Documents necessary to transfer the Patents from KAVL to Kaival Labs within fifteen (15) Business Days after receiving Ancillary Documents executed by NGL transferring the Patents from NGL to KAVL.
Transfer of Patents. Immersion agrees that any transfer or assignment of the Licensed Patents shall be subject to the licenses granted to Microsoft and Microsoft's Subsidiaries under this Agreement. [****] PROVIDED UNDER RULE 408
Transfer of Patents. Purchaser shall ensure that in the event it sells or transfers any of the Arenavirus Patents to an unaffiliated third party for any consideration, unless the Seller otherwise agrees in writing, it will structure such sale or transfer to require the acquiring party to pay the applicable Milestone Payments and Product Royalty that would have been required to be paid by the Purchaser pursuant to Article II hereof and to otherwise assume the ongoing obligations of the Purchaser to the Seller under this Agreement.
Transfer of Patents. (a) Subject to the terms and conditions herein and subject to any licenses existing as of the date hereof granted by Transferor, Transferor hereby assigns, conveys, and otherwise transfers to Transferee all of Transferor's rights, title and interests in and to the inventions embodied in the U.S. patent applications identified in the Assignment of Inventions attached hereto as Exhibit A (the "NetObjects Patents").
(b) Transferor further affirms the right of Transferee to prevent any unauthorized use and disclosure of the NetObjects Patents and any confidential information of Transferor pertaining thereto (as identified by Transferor, in its sole discretion) ("Confidential Information"); PROVIDED, HOWEVER, that Transferee shall have no right to sell, assign or transfer any Confidential Information and may use Confidential Information for the sole purpose of continuing to prosecute the NetObjects Patents.
(c) From and after the effective date of this Agreement (as described in Section 11 hereof (the "Effective Date"), Transferee shall obtain the written consent of Transferor before assigning, or granting or agreeing to grant any exclusive license with respect to, any NetObjects Patent, any patent issuing thereon, or any continuation or amendment thereof (the "Transferred Rights"). In addition, Transferee shall obtain the prior written consent of Transferor before granting or agreeing to grant any nonexclusive license under any of the Transferred Rights for a royalty rate or other form of compensation which is less than the higher of (i) five percent (5%) of the licensee's per copy revenue from the licensed software product or (ii) $20 for each transferred copy of the licensed software product. Transferor may withhold any such consent in its sole and absolute discretion.
(d) From and after the Effective Date, any Change of Control Transaction involving Transferee shall require the prior written consent of Transferor. For this purpose, a "Change of Control Transaction" shall mean (A) any transaction or series of transactions pursuant to which shares representing more than 50% of Transferee's outstanding voting securities are purchased by a person not controlled by, in control of or under common control with any holder of Transferee's outstanding voting securities, (B) the merger or consolidation of Transferee with another entity (other than a merger or consolidation in which the holders of voting securities of Transferee immediately before the merger or consoli...
Transfer of Patents. The Parent Group shall, at the expense of the Parent Group, cause the applicable member of the Parent Group to transfer to one of the Transferred Entities all right, title and interest in and to the Patents that are set forth on Section 3.16(a) of the Parent Disclosure Schedule (to the extent the owner of such Patents is not one of the Transferred Entities as of the date hereof), and shall file with the United States Patent and Trademark Office (and all other similar authorities) all documents necessary to reflect such Transferred Entity(ies) as the record owner of such Patents.