Common use of Election Not to Prosecute Clause in Contracts

Election Not to Prosecute. If a Party elects not to pursue the initial filing of a potential Targacept Patent, APSA Patent or Joint Patent, as the case may be, or to support the PCT International filing or the continued prosecution or maintenance of any Targacept Patent, APSA Patent or Joint Patent, as the case may be, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), (b) or (c) (such Party being referred to herein as the “Non-Filing Party”), then it shall notify the other Party promptly in writing and in good time to enable the other Party to meet any applicable deadlines. With respect to Targacept Patents, APSA Patents or Joint Patents scheduled for international filing with respect to such country, the Non-Filing Party shall notify the other Party in writing at least ninety (90) days before the date required for the convention year filing of such Targacept Patent, APSA Patent or Joint Patent application or within a reasonable time before any other deadline date by which an action must be taken to establish or preserve a Targacept Patent, APSA Patent or Joint Patent right in such country. The other Party shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Targacept Patent, APSA Patent or Joint Patent, at its expense in such country. If the other Party does so elect to pursue such filing or continue such support, then it shall notify the Non-Filing Party of such election, and the Non-Filing Party shall (i) reasonably cooperate with the other Party in this regard, and (ii) promptly release or assign, as the case may be, to the other Party, without consideration, all right, title and interest in such Targacept Patent, APSA Patent or Joint Patent in such country. For the avoidance of doubt, in the event that the other Party supports a patent application that the Non-Filing Party declines to support, then such patent applications and patents that may result therefrom shall be considered a Targacept Patent (in the case APSA is the Non-Filing Party) or an APSA Patent (in the case Targacept is the Non-Filing Party), as applicable, for purposes of this Agreement.

Election Not to Prosecute. If a Party elects not to pursue the initial filing of a potential Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent, as the case may be, that it is obligated to pursue or to support the PCT International filing or the continued prosecution or maintenance of any Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent, as the case may be, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), (b) or (c) or, in the case of Xx. Xxxx under Section 8.2(b), the right to file (such Party being referred to herein as the “Non-Filing Party”), then it shall notify the other Party promptly in writing and in good time to enable the other Party to meet any applicable deadlines. With respect to Targacept Patents, APSA Xx. Xxxx Patents or Joint Patents scheduled for international filing with respect to such country, the Non-Filing Party shall notify the other Party in writing at least ninety (90) days before the date required for the convention year filing of such Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent application or within a reasonable time before frame for any other deadline date by which an action must be taken to establish or preserve a Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent right in such country. The other Party shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent, at its expense in such country. If the other Party does so elect to pursue such filing or continue such support, then it shall notify the Non-Filing Party of such election, and the Non-Filing Party shall (i) reasonably cooperate with the other Party in this regard, and (ii) promptly release or assign, as the case may be, to the other Party, without consideration, all right, title and interest in such Targacept Patent, APSA Xx. Xxxx Patent or Joint Patent in such country. For the avoidance of doubt, in the event that the other Party supports a patent application that the Non-Filing Party is obligated to pursue but declines to support, then such patent applications and patents that may result therefrom shall be considered a Targacept Patent (in the case APSA Xx. Xxxx is the Non-Filing Party) or an APSA Xx. Xxxx Patent (in the case Targacept is the Non-Filing Party), as applicable, for purposes of this Agreement. Nothing in this Section 8.3(e) is intended to cause Targacept to be a Non-Filing Party with respect to any Targacept Patent or Joint Patent in any country other than the United States, Japan or those countries included in the Territory.

Election Not to Prosecute. If a either Party elects not to pursue the initial filing of a potential Targacept Axys Patent, APSA RPR Patent or Joint Patent, as the case may be, or to support the PCT International filing or the continued prosecution or maintenance of any Targacept an Axys Patent, APSA RPR Patent or Joint Patent, as the case may be, in a particular country for which it has the initial right or obligation to file is responsible pursuant to Section 8.2(a7.3(a), (b) or (c) (such Party being referred to herein as the “"Non-Filing Party”"), then it shall notify the other Party promptly in writing and in good time to enable the other Party to meet any applicable deadlines. With respect to Targacept Axys Patents, APSA RPR Patents or Joint Patents scheduled for international filing with respect to such country, the Non-Filing Party shall notify the other Party in writing at least ninety sixty [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (9060) days before the date required for the convention year filing of such Targacept Axys Patent, APSA RPR Patent or Joint Patent application or within a reasonable time before any other deadline date by which an action must be taken to establish or preserve a Targacept an Axys Patent, APSA RPR Patent or Joint Patent right in such country. The other Party shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Targacept Axys Patent, APSA RPR Patent or Joint Patent, at its expense in such country. If the other Party does so elect to pursue such filing or continue such support, then it shall notify the Non-Filing Party of such election, and the Non-Filing Party shall (i) reasonably cooperate with the other Party in this regard, and (ii) promptly release or assign, as the case may be, to the other Party, without consideration, all right, title and interest in such Targacept Axys Patent, APSA RPR Patent or Joint Patent in such country. For the avoidance of doubt, in the event that the other Party supports a patent application that the Non-Filing Party declines to support, then such patent applications and patents that may result therefrom shall be considered a Targacept an Axys Patent (in the case APSA RPR is the Non-Filing Party) or an APSA RPR Patent (in the case Targacept Axys is the Non-Filing Party), as applicable, for purposes of this Agreement.

Election Not to Prosecute. If a Party Licensor elects not to pursue the initial filing of a potential Targacept Licensor Patent, APSA Patent or Joint Patent, as the case may be, or to support the PCT International international filing or the continued prosecution or maintenance of any Targacept Patent, APSA a Licensor Patent or Joint Patent, as the case may be, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), (b) or (c) (such Party being referred to herein as the “Non-Filing Party”)country, then it Licensor shall so notify the other Party Myriad promptly in writing and in good time to enable the other Party Myriad to meet any applicable deadlinesdeadlines by which an action must be taken to establish or preserve a right in such Licensor Patents in such country. With respect to Targacept Patents, APSA Patents or Joint Licensor Patents scheduled for international filing with respect to such a country, the Non-Filing Party Licensor shall notify the other Party Myriad in writing at least ninety (90) days before the date required for the convention year filing of such Targacept Patent, APSA Patent or Joint Patent Licensor Patents application or within a reasonable time before any other deadline date by which an action must be taken to establish or preserve a Targacept Patent, APSA Patent or Joint Patent Licensor Patents right in such country. The other Party . (i) Upon receipt of any such notice by Licensor, pertaining to a patent to which Licensor holds legal title, Myriad shall then have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance maintenance, of such Targacept Patent, APSA Patent or Joint PatentLicensor Patents, at its expense in such country. If the other Party does so elect Myriad elects to pursue such filing or continue such support, then it shall notify the Non-Filing Party of such election, and the Non-Filing Party shall (i) reasonably cooperate with the other Party in this regard, and (ii) promptly release or assignregistration, as the case may be, or continue such support, then Myriad shall notify Licensor of such election and (i) no further royalties shall be payable on account of Net Sales generated in such country, and (ii) Licensor shall (A) reasonably cooperate with Myriad in making such filings or registrations, or in continuing such support, and (B) promptly release or assign to the other PartyMyriad, without consideration, all right, title title, and interest in and to such Targacept PatentLicensor Patents in such country. (ii) Upon receipt of such notice by Licensor, APSA Patent pertaining to a patent to which LLUMC or Joint Patent another Third Party holds legal title, Myriad shall have the right, but not the obligation, to support the continued prosecution or maintenance, of such Licensor Patents, at its expense in such country. For the avoidance of doubt, in the event that the other Party supports a patent application that the Non-Filing Party declines If Myriad elects to continue such support, then Myriad shall notify Licensor of such patent applications election and patents that may result therefrom the cost of such support shall be considered a Targacept Patent (creditable against further royalties on account of Net Sales generated in the case APSA is the Non-Filing Party) such country, and Licensor shall reasonably cooperate with Myriad in continuing such support. If Myriad elects not to continue such support then Myriad shall have no further rights or an APSA Patent (obligations under this Agreement with respect to such Licensor Patents in the case Targacept is the Non-Filing Party), as applicable, for purposes of such country and this Agreementlicense shall terminate with respect to such Licensor Patents in such country.

Election Not to Prosecute. If a Party Licensor elects not to pursue the ------------------------- initial filing of a potential Targacept Licensor Patent, APSA Patent or Joint Patent, as the case may be, or to support the PCT International international filing or the continued prosecution or maintenance of any Targacept Patent, APSA a Licensor Patent or Joint Patent, as the case may be, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), (b) or (c) (such Party being referred to herein as the “Non-Filing Party”)country, then it Licensor shall so notify the other Party Myriad promptly in writing and in good time to enable the other Party Myriad to meet any applicable deadlinesdeadlines by which an action must be taken to establish or preserve a right in such Licensor Patents in such country. With respect to Targacept Patents, APSA Patents or Joint Licensor Patents scheduled for international filing with respect to such a country, the Non-Filing Party Licensor shall notify the other Party Myriad in writing at least ninety (90) days before the date required for the convention year filing of such Targacept Patent, APSA Patent or Joint Patent Licensor Patents application or within a reasonable time before any other deadline date by which an action must be taken to establish or preserve a Targacept Patent, APSA Patent or Joint Patent Licensor Patents right in such country. The other Party . (i) Upon receipt of any such notice by Licensor, pertaining to a patent to which Licensor holds legal title, Myriad shall then have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance maintenance, of such Targacept Patent, APSA Patent or Joint PatentLicensor Patents, at its expense in such country. If the other Party does so elect Myriad elects to pursue such filing or continue such support, then it shall notify the Non-Filing Party of such election, and the Non-Filing Party shall (i) reasonably cooperate with the other Party in this regard, and (ii) promptly release or assignregistration, as the case may be, or continue such support, then Myriad shall notify Licensor of such election and (i) no further royalties shall be payable on account of Net Sales generated in such country, and (ii) Licensor shall (A) reasonably cooperate with Myriad in making such filings or registrations, or in continuing such support, and (B) promptly release or assign to the other PartyMyriad, without consideration, all right, title title, and interest in and to such Targacept PatentLicensor Patents in such country. (ii) Upon receipt of such notice by Licensor, APSA Patent pertaining to a patent to which LLUMC or Joint Patent another Third Party holds legal title, Myriad shall have the right, but not the obligation, to support the continued prosecution or maintenance, of such Licensor Patents, at its expense in such country. For the avoidance of doubt, in the event that the other Party supports a patent application that the Non-Filing Party declines If Myriad elects to continue such support, then Myriad shall notify Licensor of such patent applications election and patents that may result therefrom the cost of such support shall be considered a Targacept Patent (creditable against further royalties on account of Net Sales generated in the case APSA is the Non-Filing Party) such country, and Licensor shall reasonably cooperate with Myriad in continuing such support. If Myriad elects not to continue such support then Myriad shall have no further rights or an APSA Patent (obligations under this Agreement with respect to such Licensor Patents in the case Targacept is the Non-Filing Party), as applicable, for purposes of such country and this Agreementlicense shall terminate with respect to such Licensor Patents in such country.