Right to Prosecute and Maintain Sample Clauses

Right to Prosecute and Maintain. The Purchaser shall have the sole right and option to file and prosecute any patent applications, to maintain any patents included in the Licensed Patent Rights or the Product Intellectual Property and to make any regulatory filings applicable to any Products, including without limitation preparation of NDA filings. The Purchaser shall provide the Company with copies of such filings or applications promptly. Notwithstanding the foregoing, with respect to the filing or prosecution of patent applications that do not include claims that specifically cover the Product, the Company shall have the right and obligation to file and prosecute any patent applications and to maintain any existing patents included in the Licensed Patent Rights or the Product Intellectual Property, provided, however, that in the event that the Company fails to use commercially reasonable efforts to do so, the Purchaser shall be entitled to deliver notice of such failure to the Company and the Purchaser shall have the right to itself perform such filings or prosecution in accordance with the terms hereof. In its filing and prosecution of such patents, the Company shall: (i) only engage advisors and counsel reasonably acceptable to the Purchaser; (ii) provide all draft patent applications to the Purchaser sufficiently in advance of filing for the Purchaser to have a reasonable opportunity to comment thereon and shall give effect to all reasonable comments of Purchaser in the application filed; (iii) promptly furnish the Purchaser with copies of all substantive communications between the Company and applicable patent offices relating to such patent applications, and give effect to all reasonable comments or advice of the Purchaser when framing responses and submissions to such patent offices; and (iv) keep the Purchaser advised of the status of actual and prospective patent filings arising out of such patents.
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Right to Prosecute and Maintain. As between the Parties, PRESIDIO shall have the first right to file and prosecute patent applications and maintain patents within the Licensed Patent Rights. Subject to Section 6.6 below, PRESIDIO shall use Commercially Reasonable Efforts to file and prosecute patent applications and maintain patents within the Licensed Patent Rights in the United States, Canada, the Major EU Countries and Japan in a manner that is intended to provide optimal protection for any Licensed Products that PRESIDIO may Develop and/or Commercialize in such countries, including without limitation seeking claims of reasonably broad scope, to the extent permitted under applicable law. Notwithstanding the foregoing, in the event that PRESIDIO decides to abandon or discontinue the filing, prosecution or maintenance of any non-provisional patent application or patent within the Licensed Patent Rights in any such country, then PRESIDIO shall notify XTL of such determination reasonably in advance of any loss of rights by XTL with respect to such patent application or patent. Thereafter, XTL shall have the right, upon written notice to PRESIDIO, to file, prosecute and maintain such non-provisional patent applications and patents, in its name and at its own expense, which patent applications and patents shall no longer be deemed “Licensed Patent Rights” under this Agreement. Notwithstanding anything in this Agreement to the contrary, XTL’s sole and exclusive remedy, and PRESIDIO’s sole and exclusive liability, for any decision by PRESIDIO not to file, prosecute and/or maintain any patent applications or patents hereunder shall be for XTL to assume such filing, prosecution and maintenance activities with respect to such patent applications or patents pursuant to this Section 6.1.
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Right to Prosecute and Maintain. Acusphere shall have the first right and option to file and prosecute any patent applications and to maintain any patents included in the Licensed Patent Rights. Acusphere shall , with respect to those Licensed Patent Rights that constitute patent applications, (i) provide all draft patent applications to Cephalon sufficiently in advance of filing for Cephalon to have a reasonable opportunity to comment thereon and shall take such comments into consideration in the application filed; (ii) promptly furnish Cephalon with copies of all substantive communications between Acusphere and applicable patent offices relating to such patent applications, and take Cephalon’s comments and suggestions into consideration when framing responses and submissions to such patent offices; (iii) keep Cephalon advised of the status of actual and prospective patent filings included in the Licensed Patent Rights. Acusphere shall give Cephalon the opportunity to provide comments upon and make requests of Acusphere concerning the preparation, filing, prosecution, protection and maintenance of those Licensed Patent Rights constituting patent applications, and shall consider such comments and requests in good faith; provided, however, that final decision-making authority shall vest in Acusphere. If Acusphere declines the option to file and prosecute any such patent applications or maintain any such patents, it shall give Cephalon reasonable notice to this effect, sufficiently in advance to permit Cephalon to undertake such filing, prosecution and/or maintenance without a loss of rights. Thereafter Cephalon may notify Acusphere that it wishes to acquire such patent and/or patent applications, in which case, Acusphere shall, for no additional consideration, assign all of its rights, title and interest in and to such patent and/or patent application to Cephalon, and Cephalon may file and prosecute such patent applications and/or maintain such patent in its sole discretion.
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Right to Prosecute and Maintain. UMBC, in consultation with ACHILLION and at ACHILLION’s expense, shall file and prosecute any patent applications and to maintain any patents included in the Licensed Patent Rights. If for some reason, UMBC is unable to file and prosecute any such patent applications or maintain any such patents, it shall give ACHILLION reasonable notice to this effect, sufficiently in advance to permit ACHILLION to undertake such filing, prosecution and/or maintenance in consultation with UMBC without a loss of rights. In any case, title to all such patents and patent applications shall reside in UMBC.
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Right to Prosecute and Maintain. Subject to and upon BLSI's payment to BA of the license fee set forth in Section 4.1(b), and subject to the rights of University under the University Restated License Agreement, BLSI shall have the first right and option to file and prosecute any patent applications and to maintain any patents included in the Licensed Patent Rights. If BLSI declines the option or fails to file and/or prosecute any such patent applications or maintain any such patents it shall give BA and the University reasonable notice to this effect, sufficiently in advance to permit BA or the University to undertake, BA or the University having the right but not the obligation, to pay all reasonable costs in order for such filing, prosecution and/or maintenance in order to maintain the said Licensed Patent Rights. In the event BA, or the University pursuant to the University Restated License Agreement, pays such costs for maintenance of the Licensed Patent Rights, BLSI agrees to reimburse BA, or the University on behalf of BA, as applicable, for same within ninety (90) days of receiving notice from BA or the University stating the maintenance fees related to the Licensed Patents have been paid, such reimbursements to be made in U.S. Dollars.
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Right to Prosecute and Maintain. Dyne shall have the first right and option to file, prosecute and to maintain any patents included in the Licensed Patent Rights in the name of UMONS. If Dyne exercises the option to file and prosecute any such patent applications or maintain any such patents, it shall do so with a patent attorney selected by Dyne and reasonably acceptable to UMONS, and shall provide UMONS with copies of any filings and correspondence with applicable patent offices with respect to such activities. If Dyne declines the option to file and prosecute any such patent applications or maintain any such patents, it shall give UMONS reasonable notice to this effect, at least [**] before the applicable due date to permit UMONS to undertake such filing, prosecution and/or maintenance without a loss of rights, and thereafter UMONS may, upon written notice to Dyne, file and prosecute such patent applications and maintain such patents at UMONS’ cost and expense.
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Right to Prosecute and Maintain. Subject to the rights and obligations of Harvard University under Articles VI and VI-A of the Harvard License with respect to any Patents Rights licensed to ALSE thereunder, NAVB shall have the first right and option to file and prosecute any patent applications and to maintain any patents included in the Licensed Patent Rights for the Territory through counsel selected by NAVB. If NAVB declines the option to file and prosecute any such patent applications or maintain any such patents, it shall give ALSE reasonable notice to this effect, sufficiently in advance to permit ALSE to undertake such filing, prosecution and/or maintenance without a loss of rights, and thereafter ALSE may, upon written notice to NAVB and at ALSE’s sole cost and expense, file and prosecute such patent applications and maintain such patents in the name of NAVB, using patent counsel reasonably acceptable to NAVB.
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Right to Prosecute and Maintain. Achillion shall have the first right and option to file and prosecute any patent applications and to maintain any patents included in the Licensed Patent Rights; provided, however, that, until the first (1st) anniversary of the Effective Date, FOB shall have the first right and option (i) to prosecute U.S. Patent Application [**], (ii) to file and prosecute any counterpart applications thereof outside the United States, and (iii) to maintain any patents issued pursuant to the applications set forth in clauses (i) and (ii). If the Party with the first right and option to file and prosecute any such patent applications or maintain any such patents (the “Initial Party”) declines the option to do so, it shall give the other Party (the “Step-In Party”) reasonable notice to this effect sufficiently in advance to permit the Step-In Party to undertake such filing, prosecution or maintenance without a loss of rights, and, upon written notice to the Initial Party, the Step-In Party may thereafter file and prosecute such patent applications and maintain such patents in the name of the Step-In Party.
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Related to Right to Prosecute and Maintain

  • Patent Prosecution and Maintenance 8.1 Pursuant to Section 3.1, LICENSEE shall bear the cost of all patent expenses, past and future, associated with the preparation, filing, prosecution, issuance and maintenance of U.S. Patent applications and U.S. Patents included within the PATENT RIGHTS. Such filings and prosecution shall be by counsel of UNIVERSITY’s choosing and shall be in the name of UNIVERSITY or UNIVERSITY and joint owner if jointly owned. UNIVERSITY shall keep LICENSEE advised as to the prosecution of such applications by forwarding to LICENSEE copies of all official correspondence, (including, but not limited to, applications, office actions, responses, etc.) relating thereto. LICENSEE shall have the first right to request filings, prosecute, and maintain patent applications and patents included within the PATENT RIGHTS, however, all such action instructed by LICENSEE shall be requested of UNIVERSITY and, UNIVERSITY shall (i) have a right to make comments thereto, and (ii) timely instruct its counsel to act in accord with LICENSEE’s instructions. In the event of a disagreement between LICENSEE and UNIVERSITY regarding such prosecution or maintenance, UNIVERSITY shall have the right to make the final decisions for all matters associated with such prosecution and maintenance, however, UNIVERSITY shall be responsible for any and all costs associated with prosecution and maintenance matters in which UNIVERSITY made a final determination pursuant to this section. In order to facilitate LICENSEE’s rights to comment and advise Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. UNIVERSITY, UNIVERSITY will provide, to the extent that it is able, copies of all such official correspondence and any proposed responses by UNIVERSITY at least twenty (20) business days prior to any filing or response deadlines. UNIVERSITY shall diligently prosecute such patent applications included within the Patent Rights and shall seek strong and broad claims under the Patent Rights. UNIVERSITY shall not abandon prosecution or maintenance of any Patent Rights without notifying LICENSEE in a timely manner of UNIVERSITY’s intention and reason therefore and providing LICENSEE with reasonable opportunity to comment upon such abandonment and to assume responsibility for prosecution or maintenance of such Patent Rights.

  • Company Right to Prosecute So long as Company remains the only licensee of the Patent Rights and Biological Materials in the Field, Company shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights in the Field or, together with licensees of the Patent Rights in other fields (if any), to defend the Patent Rights in any declaratory judgment action brought by a third party which alleges invalidity, unenforceability, or non-infringement of the Patent Rights. Prior to commencing any such action, Company shall consult with Medical School and shall consider the views of Medical School regarding the advisability of the proposed action and its effect on the public interest. Company shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Subsection without the prior written consent of Medical School, which consent shall not be unreasonably withheld or delayed. Any recovery obtained in an action under this Subsection shall be distributed as follows: (i) each party shall be reimbursed for any expenses incurred in the action (including the amount of any royalty payments withheld from Medical School as described below), (ii) as to ordinary damages, Company shall receive an amount equal to its lost profits or a reasonable royalty on the infringing sales (whichever measure of damages the court shall have applied), less a reasonable approximation of the royalties that Company would have paid to Medical School if Company had sold the infringing products and services rather than the infringer, and (iii) as to special or punitive damages, the parties shall share equally in any award. Company may offset a total of fifty percent (50%) of any expenses incurred under this Subsection against any royalty payments due to Medical School under this Agreement, provided that in no event shall the royalty payments under Section 4.5. and 4.7., when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%) in any Royalty Period.

  • Notice of Litigation, Right to Prosecute, Etc No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

  • Prosecution and Maintenance Each party retains the sole right to protect at its sole discretion the Intellectual Property and Technology owned by such party, including, without limitation, deciding whether to file and prosecute applications to register patents, copyrights and mask work rights included in such Intellectual Property, whether to abandon prosecution of such applications, and whether to discontinue payment of any maintenance or renewal fees with respect to any patents included in such Intellectual Property.

  • Patent Filing Prosecution and Maintenance 7.1 Except as otherwise provided in this Article 7, Licensee agrees to take responsibility for, but to consult with, the PHS in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to PHS.

  • Prosecution and Maintenance of Patent Rights ALNYLAM will have the right and responsibility to file, prosecute and maintain patent protection in the Territory for all ALNYLAM Patent Rights. [ * ]

  • Prosecution and Maintenance of Patents Patent Costs ----------------------------------------------------

  • Filing Prosecution and Maintenance of Patent Rights 7.1 Patent Filing, Prosecution and Maintenance.

  • Filing, Prosecution and Maintenance Each of Dyax and Genzyme shall be responsible for the filing, prosecution and maintenance of all patent applications and patents which make up its Patent Rights. The Steering Committee shall designate either Dyax or Genzyme as the Party responsible for the filing, prosecution and maintenance of all patent applications and patents which make up the Joint Patent Rights. For so long as any of the license grants set forth in Article 3 hereof remain in effect and upon request of the other Party, each of Dyax and Genzyme agrees to file and prosecute patent applications and maintain the patents covering the Patent Rights for which it is responsible in all countries in the Territory selected by the Steering Committee. Each of Dyax and Genzyme shall consult with and keep the other fully informed of important issues relating to the preparation and filing (if time permits), prosecution and maintenance of such patent applications and patents, and shall furnish to the other Party copies of documents relevant to such preparation, filing, prosecution or maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by the other Party and, to the extent possible in the reasonable exercise of its discretion, the filing Party shall incorporate all such comments.

  • Right to Proceed The Sponsor acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

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