Control of Prosecution Sample Clauses

Control of Prosecution. As between the Parties, Newco shall have the right, at its expense, to Prosecute and Maintain the Licensed Patent Rights, using counsel chosen by Newco. In connection with the Prosecution and Maintenance of Licensed Patent Rights, Newco shall: (i) keep the Company reasonably informed with respect to the status of Prosecution and Maintenance of the Licensed Patent Rights as they pertain to Defined Organ Transplant Diagnostic Products, and shall at a minimum provide the Company with semi-annual written reports with respect to the same; (ii) furnish to Company copies of all material documents filed with or received from any patent office after the Closing Date in the course of such Prosecution and Maintenance, provided that such documents pertain to any Defined Organ Transplant Diagnostic Products; and (iii) allow Company reasonable opportunity to comment on material documents before being filed with any patent office with respect to the Licensed Patent Rights to the extent that such documents pertain to any Defined Organ Transplant Diagnostic Products and the Newco shall reasonably incorporate or implement any comments provided by Company with respect to such matters in such material documents; provided, however, that in each case, prior to disclosure to Company hereunder, Newco shall have the right to redact any information that does not pertain to Defined Organ Transplant Diagnostic Products.
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Control of Prosecution. As between the Parties, Dow shall control the Prosecution and Maintenance of all Assets. Notwithstanding the foregoing, Dow agrees to: (i) provide Pfenex with copies of all patent applications, continuations, divisionals, re-examinations, reissues, any and all office actions and requests for patent term extensions and the like including foreign counterparts thereof in existence as of the Effective Date within the Production Techniques Patents at least fifteen (15) business days before the due date for comment or with respect to foreign applications and office actions, as soon as reasonably practicable before the due date for comment; and (ii) consult in good faith with Pfenex regarding such matters with respect to the Field. Such copies may be provided electronically. For the purposes of this Section 7.01, “Prosecution and Maintenance” (including variations such as “Prosecute and Maintain”) shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as continuations, divisionals, re-examinations, reissues and requests for patent term extensions and the like with respect to such Patent, together with the conduct of interferences, oppositions and other similar proceedings with respect to a Patent.
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Control of Prosecution. (a) Prior to the Employment Termination Date, PCF&G shall have the sole right in its discretion to control the preparation, filing and prosecution of any and all applications within the Licensed Patents, and Tobix xxxll execute and deliver such papers and do such acts as PCF&G may reasonably request in its sole discretion to enable it to exercise such control. Notwithstanding any other provision of this Agreement, PCF&G shall have no obligation (i) to prepare or prosecute any application for patent, copyright registration or other legal right, (ii) to accept instructions or directions from Tobix xx any other entity regarding such preparation or prosecution, (iii) to continue the preparation or prosecution of any such application, or (iv) to maintain any such application, or any patent or other legal right based thereon. (b) PCF&G shall keep Tobix xxxely informed of application filings, office actions and responses in the case of applications within the Licensed Patents, and shall give reasonable consideration of any written recommendations regarding the prosecution of such applications received from Tobix, xxovided that such applications are under the control of PCF&G pursuant to Section 4.2 hereof. In the event that PCF&G determines not to pursue or to continue to pursue the prosecution of any patent application under its control pursuant to Section 4.2 hereof, then PCF&G shall give notice to Tobix xxxficiently prior to any deadline for taking action in the prosecution of such patent application so that Tobix xxx choose, in his sole discretion, whether to pursue such prosecution at his sole expense. (c) Following the Employment Termination Date, within sixty days of such date, Tobix xxxll have the right, upon notice given to PCF&G, to choose, in his sole discretion, to control the preparation, filing and prosecution of any and all applications within the Licensed Patents, and PCF&G shall execute and deliver such papers and do such acts as PCF&G may reasonably request in its sole discretion to enable it to exercise such control. If Tobix xxxs not timely exercise such right, then PCF&G may, in its sole discretion, continue to prosecute such applications.
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Control of Prosecution. As between the Parties, in all jurisdictions in the Territory, (i) BMS will have the sole and exclusive right, but not the obligation, to Prosecute the BMS Collaboration Patents, the BMS Compound Patents and the Product Specific Patents; (ii) Exscientia will have the sole and exclusive right, but not the obligation, to Prosecute any Background Patents that are not Product Specific Patents and Exscientia Collaboration Patents that are not Product Specific Patents; and (iii) BMS will have the first right, but not the obligation, to Prosecute the Joint Collaboration Patents that are not Product Specific Patents, and Exscientia will have a back-up right to these activities. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
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Control of Prosecution. CFF will be solely responsible for deciding to file separate patent applications on Validated Hits or Leads ***, and Development Candidates and Products in the CF Field and all methods for treating CF developed hereunder for the CF Field (and corresponding expenses). Patent applications for Validated Hits and Leads that CFF determines to file *** will be filed by Aurora for CFF which patent applications and patents secured may be controlled by CFF pursuant to this Section 5.4 if they become Development Candidates; provided, however if CFF does not pay for milestones for such Development Candidates, sole control of such patents and patent applications will revert to Aurora and Aurora will then be responsible for expenses incurred after such reversion date. CFF will have sole responsibility and sole control, at CFF's expense, for the filing, prosecution (including an opposition or interference) and maintenance of such CF Field patents and patent applications upon payment of Development Candidate milestones of Sections 3.3.4 and 4.4 for patent applications pursuing patent protection of such Development Candidates and Products and the pharmaceutical uses thereof for the CF Field; provided, however that CFF and any licensee or successor in interest to such applications covenants ***. Aurora will have sole responsibility and sole control, at Aurora's expense, for the filing, prosecution (including an opposition or interference) and maintenance of patents and patent applications claiming Hits, Leads, Development Candidates and Products and the pharmaceutical uses thereof and any Inventions developed hereunder for the Pulmonary Field *** (subject to CFF rights of prosecution in this Section 5.4); provided, however CFF will have the reasonable right to review and comment on patent prosecution matters in the Pulmonary Field. The Parties will provide each other with information developed under the Collaboration that is necessary for the prosecution of patent applications in the CF Field and Pulmonary Field pursuant to this Section 5.4, for enforcement rights under Section 5.5 and to satisfy any obligations under 37 C.F.R. ss.1.56 relating to the duty of disclosure.
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Control of Prosecution. As between the Parties, Pfenex shall control the Prosecution and Maintenance of all Licensed Patents. Notwithstanding the foregoing, Pfenex agrees to: (i) provide Dow with copies of all patent applications, continuations, divisionals, re-examinations, any and all office actions, reissues and requests for patent term extensions and the like including foreign counterparts thereof in existence as of the Effective Date and within the Licensed Patents, at least fifteen (15) business days before the due date for comment; and (ii) consult in good faith with Dow regarding such matters with respect to a Dow Field. For the purposes of this Section 5.02, “Prosecution and Maintenance” (including variations such as “Prosecute and Maintain”) shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as continuations, divisionals, re-examinations, reissues and requests for patent term extensions and the like with respect to such Patent, together with the conduct of interferences, oppositions and other similar proceedings with respect to such Patent.
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Control of Prosecution. 3.1. As of the Effective Date Isis shall be responsible for the prosecution, maintenance and filing of any patent applications claiming solely Arising IP 2 and Arising IP 4 (“Isis Patents”). Isis shall have the final decision in relation to such filing, prosecution and maintenance of Isis Patents. However Isis shall: a) copy Summit on all material correspondence relating to Isis Patents and provide Summit with a reasonable opportunity to comment on such material correspondence; b) consult with Summit prior to making any material decisions in relation to Isis Patents and take into consideration any comments received from Summit; c) save that in the case of an emergency, Isis may proceed without first informing or consulting with Summit provided that disclosure of such action shall be made to Summit as soon as practicable thereafter. 3.2. From the Effective Date, Summit shall be responsible for the filing, prosecution and maintenance of any patent application or patent claiming any of the Arising IP 1 or Arising IP 3 (“Summit Patents”). However Summit shall: a) copy Isis on all material correspondence relating to Summit Patents and provide Isis with a reasonable opportunity to comment on such material correspondence; b) consult with Isis prior to making any material decisions in relation to Summit Patents and obtain Isis’s prior written consent to such material decisions (such consents not to be unreasonable withheld delayed or conditioned); c) save that in the case of an emergency, Summit may proceed without first informing or consulting with Isis provided that disclosure of such action shall be made to Isis as soon as practicable thereafter. 3.3. The parties shall agree which patent agents shall be used to advise on the filing, prosecution and maintenance of any patents and patent applications covering the Arising IP. For clarity, different patent agents may be agreed in relation to patents and patent applications claiming different Arising IP Types. 3.4. Summit shall be responsible for all costs relating to the filing of any patent application or patent claiming any of Arising IP 1 or Arising IP 3, including Summit Patents. Isis shall be responsible for the costs relating to the filing of any patent application or patent claiming Arising IP other than Arising IP 1 or Arising IP 3, including Isis Patents. Summit agrees to reimburse Isis for [**]% of the reasonable third party costs incurred by Isis in prosecution, filing and maintenance of the patents and ...
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Related to Control of Prosecution

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Control of Litigation The Parties agree and acknowledge that ASCU shall be entitled at its option exclusively to control any Proceeding, including without limitation the Canyons Litigation, and each Party agrees (i) to promptly notify the other Party of the existence (or alleged existence) of the institution or commencement of any Proceeding instituted by any third party, and (ii) in the case of ASC, to cooperate fully with Indemnitors in connection therewith; provided, that Indemnitor’s right to control any Proceeding shall not be construed as including the right to enter into any settlement, consent judgment or decree or other order or judgment affecting Indemnitees and whether involving monetary or non-monetary relief without the prior written approval of Indemnitees, which approval shall not be unreasonably withheld, delayed or conditioned. Furthermore, Indemnitors agree to keep ASC and the Indemnitees reasonably informed of the status of each Proceeding, including providing ASC and the Indemnitees with copies of and access to ASCU’s, and any other Indemnitors’, legal counsel’s litigation files as well as providing Indemnitees with copies of all status reports or similar correspondence including, but not limited to, correspondence provided to any insurance carrier or bonding company with an interest in any such Proceeding or litigation. If ASCU fails to proceed promptly and diligently to respond to any such Proceeding as promptly as reasonably possible, including but not limited to failing to provide Indemnitees with notice of any proposed settlement prior to entering into such an agreement, and/or fails to keep Indemnitees reasonably informed of the status of any Proceeding, Indemnitees may send Notice of such failure to ASCU and if such failure is not corrected within 30 days after such Notice, Indemnitees may assume control of such Proceeding at Indemnitors’ sole expense. In the event of such an assumption of control of a Proceeding by Indemnitees, Indemnitees shall not enter into any settlement, consent decree or order without the prior written approval of ASCU, which approval shall not be unreasonably withheld, delayed or conditioned.

  • Prosecution Hospital shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and patents included in Patent Rights. Company shall reimburse Hospital for Patent Costs incurred by Hospital relating thereto in accordance with Section 4.2.

  • Control of Defense At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys' fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party.

  • Control of Tax Contests (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreement. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.

  • Control of Other Party’s Business Nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent's operations prior to the Effective Time. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company's operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

  • Discontinuance of Proceedings In case the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case the relevant Assignor, the Collateral Agent and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Collateral Agent shall continue as if no such proceeding had been instituted.

  • Control of the Contract F1 Transfer and Sub-Contracting F1.1 Except where F1.4 and F1.5 applies, the Contractor shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract. F1.2 The Contractor shall be responsible for the acts and omissions of its Sub-contractors as though they are its own. F1.3 Where the Authority has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Authority, be sent by the Contractor to the Authority as soon as reasonably practicable. F1.4 Notwithstanding clause F1.1, the Contractor may assign to a third party (“the Assignee”) the right to receive payment of the Contract Price or any part thereof due to the Contractor under this Contract (including any interest which the Authority incurs under clause C2.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

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