ELAN PATENT RIGHTS Sample Clauses

ELAN PATENT RIGHTS. For purposes of this Agreement, Elan Patent Rights shall mean any and all rights under any and all patents and patent applications now existing, currently pending or hereafter filed, owned or acquired or licensed by Elan (and/or its Affiliates) which would be infringed by the manufacture, use or sale of the Product, the current status of which is set forth below. Elan Patent Rights shall also include all continuations, continuations-in-part, divisionals and re-issues of such patents and patent applications and any patents issuing thereon and extensions of any patents licensed hereunder. Elan Patent Rights shall further include any patents or patent applications covering any improved methods of making or using the Product invented or acquired by Elan (and/or its Affiliates) during the term of the Elan/Acorda Agreement and under which Elan (and/or its Affiliates) has a right to grant a licence under the Elan/Acorda Agreement, and Elan’s (and/or its Affiliates) interest in any intellectual property conceived reduced to practice or otherwise developed in connection with the Project (as defined in the Elan/Acorda Agreement). 1806 Formulations and their use in the treatment of neurological diseases Pending: Canada Ireland Japan [* *] [* *] [* *] Issued: Australia Europe Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx 000000 484186 240439 91/8711 5370879 5540938 5580580 EXHIBIT 1.31 SIDE AGREEMENT

ELAN PATENT RIGHTS. 1806 Formulations and their use in the treatment of neurological diseases Pending: Canada Ireland Japan 0000000 3952/90 349324/1991 Issued: Australia Europe Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx 000000 484186 240439 91/8711 5370879 5540938 5580580 [***] [***] Pending: [***] [***] Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. SCHEDULE 4 NDA TIMELINE [*******] SCHEDULE 5 RUSH/ACORDA LICENSE The remainder of this page is intentionally blank. The pages of this Schedule are numbered out of sequence.

ELAN PATENT RIGHTS. The following are those patent applications and patents Controlled by ELAN which, ELAN, as of the Effective Date, has identified as potentially being useful in connection with the Research Program and the Development Program. Patent or Patent Application Issue Date or Filing Date ------------------ ------------------------- US 07/868,949 April 15, 1992 US 5,441,870 August 15, 1995 US 5,604,102 February 18, 1997 US 5,605,811 February 25, 1997 US 5,721,130 February 24, 1998 US 6,018,024 January 25, 2000 [***] WO 93/21526 (PCT/US93/01817) March 3, 1993 WO 95/11994 (PCT/US94/11782) October 17, 0000 XX 80798/94 October 17, 1994 AU 688726 July 2, 1998 CA 2,118,243 March 3, 1993 CA 2,174,632 October 17, 1994 EP 93907104.9 Xxxxx 0, 0000 XX 94931873.7 October 17, 1994 FI 94487 Xxxxx 0, 0000 XX 5-518303 Xxxxx 0, 0000 XX 7-512686 October 17, 1994 NO 94.3912 Xxxxx 0, 0000 XX 251053 March 10, 1997 [***] US 5,593,846 January 14, 1997 US 5,766,846 June 16, 1998 [***] US 5,837,672 November 17, 1998 [***] [***] WO 94/10569 (PCT/US93/08264) September 1, 1993 WO 97/48983 (PCT/US97/10601) June 18, 0000 XX 687747 Xxxxxx 00, 0000 XX 73223/98 September 1, 1993 CA 2,105,903 September 10, 1993 CA 2,258,348 June 18, 1997 EP 93921300.5 September 1, 1993 EP 97932208.8 Xxxx 00, 0000 XX 6-511041 Xxxxxxxxx 0, 0000 XX 10-503316 June 18, 1997 US 5,612,486 March 18, 1997 US 5,850,003 December 15, 1998 [***] WO 95/11968 (PCT/US94/11827) October 18, 0000 XX 80809/94 October 18, 1994 CA 2,174,429 October 18, 1994 EP 94931891.9 October 18, 1994 EP 99204266.3 Xxxxxxx 00, 0000 XX 7-512698 October 18, 1994 [***] [***] US 5,604,131 February 18, 1997 US 5,720,936 February 24, 1998 US 5,811,633 September 22, 1998 AU 671093 December 3, 1996 CA 2,127,450 December 29, 1992 EP 93901093.0 December 29, 0000 XX 000000 Xxxxxxx 0, 0000 XX 512475/93 December 29, 1992 [***] [***] [***] [***] [***] [***] WO 96/40896 (PCT/US96/09857) June 7, 1996 CA 2,222,174 June 7, 1996 EP 96919314.3 Xxxx 0, 0000 XX 9-502053 June 7, 1996 US 5,877,015 March 2, 1999 [***] [***] WO 92/13069 (PCT/GB92/00123) January 21, 0000 XX 652997 September 15, 1994 CA 2,101,774 January 21, 1992 EP 92903304.1 January 21, 1992 EP 99109196.8 January 21, 0000 XX 9101307.8 January 21, 0000 XX 9118445.7 Xxxxxx 00, 0000 XX 6504907 June 9, 1994 GOVERNMENT FUNDING - ELAN PATENT RIGHTS The ELAN Patent Rights listed below were developed, at least in part, under a government funding agreement. Patent or Patent Application Issue Date or Filing Date ------...

ELAN PATENT RIGHTS. Decisions as to whether to file, prosecute and maintain, and in which countries to do so, ELAN Patent Rights licensed to AHPC hereunder, along with other strategic decisions relating thereto, shall be made by the JPC. Based on such decisions, ELAN shall use diligent efforts to prepare, file, prosecute and maintain all of the ELAN Patent Rights which are licensed to AHPC hereunder, using patent counsel that is reasonably acceptable to AHPC. With respect to any such ELAN Patent Right, ELAN shall give AHPC an opportunity to review and comment upon the text of the applications before filing, shall consult with AHPC with respect to such application, and shall supply AHPC with a copy of the applications as filed, together with notice of its filing date and serial number whether such ELAN Patent Rights are filed prior to or after the Effective Date, as well as full copies of the prosecution history for those ELAN Patent Rights filed prior to the Effective Date. ELAN shall keep AHPC advised of the status of the actual and prospective patent filings, including, without limitation, the grant of any ELAN Patent Rights, and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings for review and comment by AHPC. If ELAN, on a country-by-country basis, elects not to file a patent application or to cease the prosecution and/or maintenance of any such ELAN Patent Right in such country, ELAN shall provide AHPC with written notice immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent and at least sixty (60) days before ceasing prosecution and/or maintenance of such ELAN Patent Right and, in such case, shall permit AHPC, at AHPC’s sole discretion, to file and/or continue prosecution and/or maintenance of such Patent Right in such country at AHPC’s own expense. If AHPC elects to continue prosecution or maintenance, ELAN, upon AHPC’s request, shall assign such Patent Right to AHPC and execute such documents and perform such acts, at AHPC’s expense, as may be reasonably necessary to permit AHPC to file, prosecute and/or maintain such ELAN Patent Right in such country. Notwithstanding the foregoing, the rights of AHPC under this Section 8.3.1 shall not apply where the exercise of such rights would violate applicable law or any agreement between ELAN and a Third Party.

ELAN PATENT RIGHTS. 1806 Formulations and their use in the treatment of neurological diseases Pending: Canada Ireland Japan 0000000 3952/90 349324/1991 Issued: Australia Europe Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxx 000000 484186 240439 91/8711 5370879 5540938 5580580 1832 Matrix Formulation of Potassium Chemical Blockers (Fampridine II) Pending: United States 10/389,791 Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. SCHEDULE 4 NDA TIMELINE [****] SCHEDULE 5 RUSH/ACORDA LICENSE The remainder of this page is intentionally blank. The pages of this Schedule are numbered out of sequence.

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Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:
Patent Rights The term “
Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by CytomX Therapeutics, Inc. Technology or Joint TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.
Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.
Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).
Joint Patents Neither Party shall have any obligation to file or prosecute any Joint Patent. To the extent a Party wishes to prosecute a Joint Patent, the Parties will mutually agree upon which Party will have the first right to prosecute such Joint Patent, based on the contribution of each Party to such invention and each Party’s potential interest in products based upon such invention. If the Party having such first right does not wish to prosecute such Joint Patent, it shall inform the other Party promptly, but in any event no later than [***] after the Parties have agreed upon which Party had the first right to prosecute such Joint Patent. If the Party having such first right does not wish to prosecute such Joint Patent, the other Party may, upon written notice to such Party, prosecute such Joint Patent. The Party that prosecutes a Joint Patent pursuant to this Section 5.2(b) (the “prosecuting Party”) will solely bear its own internal costs for such prosecution and will solely bear the external costs for such prosecution (e.g., outside counsel, filing fees, etc.). Licensee will have the first right, but not the obligation, to prosecute infringement of any Joint Patents that is related to the Exclusively Licensed Know-How or a product competitive, or potentially competitive, with a Licensed Product; and Licensor will have the first right, but not the obligation, to prosecute infringement of any Joint Patents in all other cases. The Parties shall first confer and mutually agree regarding any such prosecution of infringement; provided, however, that Licensee shall have the right, without the consent of Licensor, to assert a Joint Patent against a Third Party in a defense of or counterclaim to any claim or assertion of infringement of a Patent or misappropriation of Know-How Controlled by such Third Party.
Third Party Patents If any Third Party claims that a patent it owns or controls claims any aspect of a Licensed Product or its manufacture, use or sale, the Party with notice of such claim shall notify the other Party promptly, and the Parties shall as soon as practicable thereafter discuss in good faith regarding the best response.
Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.
Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.
Infringement of Third Party Patents (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period.

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