Common use of Authority and Coordination Clause in Contracts

Authority and Coordination. The Managing Party shall have the responsibility and authority to take all reasonable actions necessary and appropriate to seek patent protection for the Patent Rights in accordance with the terms of the Agreement. The Managing Party may delegate this authority to a Licensee. Although the Managing Party shall have the ultimate decisional authority in these matters, the Managing Party shall use reasonable efforts to keep the Other Parties reasonably informed as to all material matters relevant to the patent prosecution process and decisional matters, and the Managing Party shall give due consideration to any recommendations made by the Other Parties concerning the patent prosecution matters. Without limiting the generality of the foregoing, the Managing Party shall confer with the Other Parties regarding (i) selecting the outside patent counsel to prepare and prosecute the patent application for the Patent Rights; (ii) the scope of claims to be included in the patent application; (iii) if Patent Expenses are being shared by the Parties and are not being paid or reimbursed by a Licensee, a budget for the Patent Expenses for the Joint Invention and perform­ance against such budget; (iv) responses to inquiries and actions from the patent agencies; and (v) an action plan with respect to any challenges against the Patent Rights if the Managing Party is responsible for defending such challenge under Section 7. If a Licensee has been delegated authority over patent prosecution, the Manag­ing Party can fulfill its obliga­tions under the preceding sentence by conferring with the Other Parties regarding such matters and conveying the collective input of the Parties to the Licensee in accordance with a License Agreement mechanism that allows the Managing Party such input.

Authority and Coordination. The Managing Party shall have the responsibility and authority to take all reasonable actions necessary and appropriate to seek national, European, foreign, or international patent protection for the Patent Rights (e.g.: EPC, PCT) in accordance with the terms of the AgreementAgreement and in line with the decisions taken by the Parties. The Managing Party may delegate this authority to a Licensee. Although patent strategy for the Patent Rights shall be determined jointly by the Parties and the Managing Party shall have the ultimate decisional authority in these matters, the Managing Party shall use reasonable efforts to keep the Other Parties reasonably informed as to all material matters relevant to the patent prosecution process and decisional matters, and the Managing Party shall give due consideration to any recommendations made by the Other Parties concerning the patent prosecution matters. Without limiting the generality of the foregoing, the Managing Party shall confer with the Other Parties regarding (i) selecting the outside patent counsel to prepare and prosecute the patent application for the Patent Rights; (ii) the scope of claims to be included in the patent application; (iii) if Patent Expenses are being shared by the Parties and are not being paid or reimbursed by a Licensee, a budget for the Patent Expenses for the Joint Invention and perform­ance performance against such budget; (iv) responses to inquiries and actions from the patent agencies; and (v) an action plan with respect to any challenges against the Patent Rights if the Managing Party is responsible for defending such challenge under Section 7. If a Licensee has been delegated authority over patent prosecution, the Manag­ing Managing Party can fulfill its obliga­tions obligations under the preceding sentence by conferring with the Other Parties regarding such matters and conveying the collective input of the Parties to the Licensee in accordance with a License Agreement mechanism that allows the Managing Party such input.

Authority and Coordination. The Managing Party shall have the responsibility and authority to take all reasonable actions necessary and appropriate to seek national, European, foreign, or international patent protection for the Patent Rights (e.g.: EPC, PCT) in accordance with the terms of the AgreementAgreement and in line with the decisions taken by the Parties. The Managing Party may delegate this authority to a Licensee. Although patent strategy for the Patent Rights shall be determined jointly by the Parties and the Managing Party shall have the ultimate decisional authority in these matters, the Managing Party shall use reasonable efforts to keep the Other Parties reasonably informed as to all material matters relevant to the patent prosecution process and decisional matters, and the Managing Party shall give due consideration to any recommendations made by the Other Parties concerning the patent prosecution matters. Without limiting the generality of the foregoing, the Managing Party shall confer with the Other Parties regarding regarding (i) selecting the outside patent counsel to prepare and prosecute the patent application for the Patent Rights; (ii) the scope of claims to be included in the patent application; (iii) if Patent Expenses are being shared by the Parties and are not being paid or reimbursed by a Licensee, a budget for the Patent Expenses for the Joint Invention and perform­ance performance against such budget; (iv) responses to inquiries and actions from the patent agencies; and (v) an action plan with respect to any challenges against the Patent Rights if the Managing Party is responsible for defending such challenge under Section 7. If a Licensee has been delegated authority over patent prosecution, the Manag­ing Managing Party can fulfill its obliga­tions obligations under the preceding sentence by conferring with the Other Parties regarding such matters and conveying the collective input of the Parties to the Licensee in accordance with a License Agreement mechanism that allows the Managing Party such input.

Authority and Coordination. The Managing Party shall have the responsibility and authority to take all reasonable actions necessary and appropriate to seek patent protection for the Patent Rights in accordance with the terms of the Agreement. The Managing Party may delegate this authority to a Licensee. Although the Managing Party shall have the ultimate decisional authority in these matters, the Managing Party shall use reasonable efforts to keep the Other Parties reasonably informed as to all material matters relevant to the patent prosecution process and decisional matters, and the Managing Party shall give due consideration to any recommendations made by the Other Parties concerning the patent prosecution matters. Without limiting the generality of the foregoing, the Managing Party shall confer with the Other Parties regarding (i) selecting the outside patent counsel to prepare and prosecute the patent application for the Patent Rights; (ii) the scope of claims to be included in the patent application; (iii) if Patent Expenses are being shared by the Parties and are not being paid or reimbursed by a Licensee, a budget for the Patent Expenses for the Joint Invention and perform­ance performance against such budget; (iv) responses to inquiries and actions from the patent agencies; and (v) an action plan with respect to any challenges against the Patent Rights if the Managing Party is responsible for defending such challenge under Section 7. If a Licensee has been delegated authority over patent prosecution, the Manag­ing Managing Party can fulfill its obliga­tions obligations under the preceding sentence by conferring with the Other Parties regarding such matters and conveying the collective input of the Parties to the Licensee in accordance with a License Agreement mechanism that allows the Managing Party such input.