BASE PATENTS. Exhibit A sets forth as of the Effective Date an accurate, correct and complete list of patents and patent applications owned or licensed by ALTUS that constitute Base Patents. To the knowledge of ALTUS, the Base Patents that are issued are valid and enforceable ALTUS owns and possesses all right, title and interest, or holds a valid license, in and to the Base Patents, free of any lien, charge or encumbrance and no other Person has been granted by ALTUS any rights in such with respect to the Licensed Product in the Territory. No claim has been asserted threatened by any person regarding the use or licensing by ALTUS of the Base Patents. To the knowledge of ALTUS, its use of the Base Patents does not violate or infringe, and has not in the past violated or infringed the rights of any Third Party, and no claims have been asserted by ALTUS against any other person claiming infringement of the Base Patents. As of the Effective Date, ALTUS has no knowledge of any Third Party patent or patent application that would be expected to have a material adverse effect on the business and operations to be conducted by either Party as contemplated by this Agreement; ALTUS is not aware of any Patents or Patent applications that would prevent the development, use and sale of the Licensed Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Product as contemplated by this Agreement. Additionally, as of the Effective Date, ALTUS has not received written notice from any Third Party that TheraCLEC-Total infringes on any patent or patent application owned by such Third Party that would have an adverse effect on the operations to be conducted in the Field in the Territory by the Parties under this Agreement.
BASE PATENTS. The Parties acknowledge that the Divestiture Agreement governs responsibility for enforcing the Base Patents. To the extent and only to the extent permitted by the Divestiture Agreement, the Parties agree that as between OSI and Roche, the following provision shall apply. OSI shall have the right, but not the obligation, to bring any action or proceeding with respect to infringement of any such of the Base Patents in the Territory, by counsel of its own choice. If OSI chooses not to bring an action or proceeding in the Territory with respect to such a Base Patent within sixty (60) days of being notified of such infringement, then, to the extent permitted by the Divestiture Agreement, Roche shall have the right (but not the obligation) to bring such action in the Territory. The Party not in control may elect to contribute ** of the costs and expenses of such action or proceeding by providing written notice to the controlling Party within forty-five (45) days of the date such action or proceeding is first brought. Otherwise, the controlling party shall bring such action or proceeding at its own cost and expense. The Party not bringing such action or proceeding agrees to be joined as a party plaintiff if necessary to prosecute the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding. Any damages or other monetary awards recovered from settlement or judgment from such an action or proceeding shall be allocated first to reimburse the costs and expenses of the controlling Party, then to reimburse the costs and expenses, if any, of the other Party (except for costs associated with the other Party being represented by counsel of its own choice). If a single Party has paid the costs and expense of such action or proceeding, any amounts remaining shall be paid to such Party. **.
BASE PATENTS. Memory shall have the right, but not the obligation, to prepare, file, prosecute (including interference and opposition proceedings) and maintain (including interferences, re-examination and opposition proceedings) (collectively, "Handle") the Base Patents. Memory shall use reasonable efforts to consult with Roche as to the Handling of the Base Patents in sufficient time (for example 30 days for instances where actions are due within 3 months of a communication from a Patent Office) before any action is due to allow Roche to provide comments thereon, which comments Memory must reasonably consider if provided to Memory at least thirty (30) days before such action is due. Should Memory decide that it does not desire to Handle a Base Patent in a given country, it shall provide written notice to Roche thereof no less than sixty (60) days prior to the date when the Base Patent would become abandoned in such country. After receiving such notice, Roche may, but is not obligated, to Handle the Base Patent in such country.
(i) Except as provided in Section 13.2 (a)(ii) and (iii) below, Memory shall be responsible for payment of the reasonable costs to Handle the Base Patents.
(ii) Roche will assume and pay for the reasonable costs to Handle any given Base Patents as described in Schedule A as Memory 1, 2 and 3 in Europe from and after national phase entry in Europe. For a given Base Patent as described in Schedule A as Memory 1, 2 and 3 no less than three (3) months before PCT national phase entry, Roche shall provide to Memory in writing a list of countries, other than the US and Europe, for which Roche requests that a national phase entry be filed ("Other Countries"). Unless the Parties otherwise agree after discussion in good faith, such list shall include Japan and additional countries, consistent with Roche's practices for Roche's other potential products. Roche shall be responsible for the payment of the reasonable costs to Handle the Base Patents as described in Schedule A as Memory 1, 2 and 3 in the Other Countries. [*] CONFIDENTIAL TREATMENT IS REQUESTED
(iii) For a given Base Patent in a given country for which Roche shall be responsible under Section 13.2(a)(ii) for the payment of the reasonable costs to Handle such Base Patent, Roche may elect, at its option, to discontinue the payment of such costs, upon giving at least ninety (90) day's prior written notice to Memory. At Memory's request, Roche shall advise to the specific reasons for such decision. M...
BASE PATENTS. To the extent any Base Patents or other Stressgen Patent Rights are licensed to Stressgen under the MIT Agreement (collectively, “MIT Patents”), the provisions of this Section 12.2 shall be subject to all applicable terms and conditions of the MIT Agreement, and this Section 12.2 shall in no event be construed to confer on Roche any right with respect to the Handling (as defined below) of any such MIT Patents. Stressgen shall prepare, file, prosecute (including interference and opposition proceedings) and maintain (including interferences, re-examination and opposition proceedings) (collectively, “Handle”) the Base Patents (excluding any MIT Patents), at Stressgen’s expense. Stressgen shall use reasonable efforts to consult with Roche as to the Handling of all Base Patents in sufficient time (for example 30 days for instances where actions are due within 3 months of a communication from a Patent Office) before any action is due to allow Roche to provide comments thereon, which comments Stressgen must reasonably consider if provided to Stressgen at least thirty (30) days before such action is due. Should Stressgen decide that it does not desire to Handle a Target Product-Specific Base Patent in a given country, it shall advise Roche thereof no less than sixty (60) days prior to the date when the Target Product-Specific Base Patent would become abandoned in such country. At the written request of Roche, Stressgen shall then, at no cost to Stressgen, assign to Roche such Target Product-Specific Base Patent in such country, and Roche may thereafter Handle the same in Roche’s name, at Roche’s own cost, to the extent that Roche desires to do so. For purposes of clarification, as between the Parties Stressgen shall have sole control over, and decision-making authority with respect to, the Handling of Base Patents to the extent the scope of claims relates to subject matter other than Target Product.
