Diligence and Cooperation. (i) The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the Prosecution of the Patents Rights subject to Section 10.2(a), (b), (c), or (d). Each Party agrees to cooperate with the other with respect to the Prosecution of such Patent Rights pursuant to this Section 10.2, including (x) executing all such documents and instruments and performing such acts as may be reasonably necessary in order to permit the other Party to undertake any Prosecution of Patent Rights that such other Party is entitled, and has elected, to Prosecute, as provided for in Sections 10.2(a), 10.2(b), 10.2(c) and 10.2(d), and (y) giving consideration to the proper scope of Patent Rights, including the scope of disclosure of Patent Rights as to Back-Up Compounds. The Prosecuting Party shall:
Diligence and Cooperation. On and after the Effective Date, the Parties shall cooperate diligently in coordinated efforts to timely complete the various transfers and delivery of Sales and Marketing Product Rights, Regulatory Product Rights and Non-Clinical and Clinical Studies and Investigator Initiated Studies provided for in Article 2. Each of Merck and Cardiome shall undertake, and shall ensure that their respective Affiliates or designees undertake, any actions reasonably necessary to timely complete the various transfers and delivery of Sales and Marketing Product Rights, Regulatory Product Rights and Non-Clinical and Clinical Studies and Investigator Initiated Studies to Cardiome, or to an entity designated by Cardiome in writing, as provided in Article 2, including without limitation by causing the execution of any documents necessary to transfer and/or assign to Cardiome or its designated Affiliate or Third Party: (i) the Marketing Authorizations for each Product and (ii) the Trademarks.
Diligence and Cooperation. On and after the Effective Date, the Parties shall cooperate diligently in coordinated efforts to timely complete the various transfers and delivery of Product Rights provided for in Section 5 of this Agreement. Each of ALZA and GENUPRO [*] Confidential treatment requested. shall undertake, and shall cause their respective Affiliates and/or Sublicensees, as applicable, to undertake any actions reasonably necessary to timely complete the various transfers and delivery of Product Rights to GENUPRO and/or its designated Affiliates and/or Sublicensees as provided in Section 5 of this Agreement, including by causing the execution of any documents necessary to transfer and/or assign the ALZA Regulatory Submissions and Governmental Permits for Agreement Product to GENUPRO or its designated Affiliates or Sublicensees.
Diligence and Cooperation. On and after the Effective Date, LICENSEE and LICENSOR shall cooperate diligently in coordinated efforts with each other, and LICENSOR shall use Commercially Reasonable Efforts to cause ALZA to cooperate diligently in coordinated efforts with LICENSOR and LICENSEE, to timely complete the various transfers and delivery of Product Assets provided for in Section 2 of this Schedule 4. Each of LICENSEE and LICENSOR shall undertake, and shall ensure that their respective Affiliates, as applicable, undertake any actions reasonably necessary to timely complete the various transfers and delivery of Product Assets to LICENSEE and/or its designated Affiliates as provided in Section 2 of Schedule 4 of this Agreement, including LICENSOR using Commercially Reasonable Efforts to cause ALZA or its Affiliates to execute any documents necessary to transfer and/or assign the Regulatory Submissions and Product Registrations to LICENSEE or its designated Affiliates in the Territory as contemplated above. [*] Confidential treatment requested.
Diligence and Cooperation
