BeiGene Back-Up Right Sample Clauses

BeiGene Back-Up Right. If Celgene decides not to file, maintain, or prosecute a BeiGene Core Patent or Joint Patent in any country or intends to allow such BeiGene Core Patent or Joint Patent to lapse or become abandoned without having first filed a substitute, it will endeavor to notify and consult with BeiGene of such decision or intention in a reasonable time prior to the date upon which the subject matter of such BeiGene Core Patent or Joint Patent will become unpatentable or such BeiGene Core Patent or Joint Patent will lapse or become abandoned, and BeiGene will thereupon have the right (but not the obligation) to assume the Prosecution and Maintenance thereof at BeiGene’s expense (“BeiGene Assumed Patent”) and such BeiGene Core Patent or Joint Patent will no longer be part of Celgene Controlled Patents. With respect to Joint Patents, (a) BeiGene will Prosecute and Maintain such Joint Patent in the names of both BeiGene and Celgene (unless Celgene notifies BeiGene in writing that a given Joint Patent should not be in the name of Celgene), and (b) BeiGene will keep Celgene informed as to material developments with respect to the Prosecution and Maintenance of such BeiGene Assumed Patents including by providing copies of all substantive office actions, examination reports, communications or any other substantive documents to or from any patent office, including notice of all interferences, reissues, re-examinations, inter partes reviews, post grant proceedings, oppositions or requests for patent term extensions, and (d) BeiGene will also provide Celgene with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such BeiGene Assumed Patents prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by, and actions recommended by, Celgene, provided, however, that Celgene does so consistent with any applicable filing deadlines.

BeiGene Back-Up Right. If Celgene determines not to institute an action or proceeding with respect to a given infringement of any BeiGene Core Patent or Joint Patent pursuant to Section 9.3.2, it will notify BeiGene of such decision and consult with BeiGene of such decision, and, subject to the remaining provisions of this Section 9.3, BeiGene will thereupon have the right (but not the obligation) to institute an action or proceeding with respect to such infringement of such BeiGene Core Patent or Joint Patent, as applicable, at BeiGene’s expense with counsel of its choice, in which case such Patent shall no longer be considered a Celgene Controlled Patent. Notwithstanding the foregoing provisions of this Section 9.3, if Celgene in good faith has any reasonable concerns that BeiGene’s exercise of its backup enforcement right with respect to any Patents as set forth in this Section 3 could be detrimental to the patent protection of any Licensed Compounds, Licensed Products or Licensed Diagnostic Products, then BeiGene will not be permitted to enforce such Patent without the prior consent of Celgene, which Celgene will not withhold in good faith.