Failure to Prosecute or Maintain. In the event Licensee elects to forgo filing, prosecution or maintenance of the Licensed Patent Rights, Licensee shall notify Pfizer of such election at least [***] prior to any filing or payment due date, or any other due date that requires action (“Election Notice”). Upon receipt of an Election Notice, Pfizer shall be entitled, upon written notice to Licensee, at its sole discretion and expense, to file or to continue the prosecution or maintenance of such Patent Right in such country in Pfizer’s name using counsel of its own choice and at its own expense, in which case, as of the date Licensee provides Pfizer such Election Notice, the license granted in Section 2.1.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent Licensee has not sublicensed such Patent Right prior to providing such Election Notice), and Licensee will have no further rights in respect of the filing, maintenance or enforcement of such Patent Right.
Failure to Prosecute or Maintain. (a) In the event that either Party as Licensor decides to forego prosecution or maintenance of a Patent for which it is allocated responsibility pursuant to Section 3.1, such Licensor (the “Abandoning Party”) shall use commercially reasonable efforts to provide written notice to Licensee at least thirty (30) days prior to the final deadline for taking a necessary step to continue to prosecute or maintain the applicable Patent (such notice, the “Assumption Notice”). Upon receipt of such Assumption Notice, such Licensee will have the option of assuming responsibility for such prosecution and maintenance at its sole expense. If such Licensee elects to assume responsibility for prosecution and maintenance pursuant to this Section 3.2, such Licensee shall notify the Abandoning Party in writing of such election within thirty (30) days and the Abandoning Party shall assign its entire right, title and interest in such Patent to Licensee; provided that the Abandoning Party shall:
Failure to Prosecute or Maintain. In the event that SpinCo decides to forego prosecution or maintenance of any SpinCo Licensed Patent specifically set forth in Schedule C, or Citrix decides to forego prosecution or maintenance of any Citrix Licensed Patent specifically set forth in Schedule B, each of SpinCo or Citrix, as Licensor, shall notify Licensee thereof at least sixty (60) days prior to the deadline for taking a necessary step to continue to prosecute or maintain the applicable Licensed Patent. Upon receipt of such notice, Licensee will have the option of assuming responsibility for such prosecution and maintenance at its sole expense. If Licensee elects to assume responsibility for prosecution and maintenance pursuant to this Section 4.2, Licensee shall notify Licensor thereof at least ten (10) days prior to the final deadline, and, if Licensor notifies Licensee within five (5) days following such notice from Licensee that Licensor will not continue such prosecution or maintenance, Licensor shall assign, and hereby does irrevocably assign, its entire right, title, and interest in such Patent to Licensee, and as of such assignment such Patent shall cease to be a Licensed Patent of such Licensor hereunder; provided, that, such Patent shall thereafter be deemed a Licensed Patent of the assignee Party hereunder and licensed to the assigning Party in accordance with Section 2.1 and Section 2.2 (and with such scope and additional terms and conditions as the Parties may mutually agree upon in writing).
Failure to Prosecute or Maintain. In the event Licensee elects to forego filing, prosecution, or maintenance of any of the Licensed Patent Rights in any country or region, Licensee shall notify Pfizer of such election at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action (“Election Notice”). Upon receipt of an Election Notice, Pfizer shall be entitled, upon written notice to Licensee, at its sole discretion and expense, to file or to continue the prosecution or maintenance of such Patent Right in such country or region in Pfizer’s name using counsel of its own choice and at its own expense, in which case the license granted in Section 2.1 with respect to such Patent Rights in such country or region shall continue as a non-exclusive license, subject to Licensee’s obligation to pay Royalties in accordance with Section 5.4.
Failure to Prosecute or Maintain. In the event Licensee elects to forgo filing, prosecution, revival, or maintenance of any of the Licensed Patent Rights, or otherwise elects to terminate its license to any Licensed Patent Rights, Licensee shall notify Pfizer in writing of such election (“Election Notice”). Other than with respect to the Inactive Cases, if there exists an action due for the Licensed Patent Right, then Licensee shall communicate the Election Notice to Pfizer either (a) at least [ * ] prior to the filing or payment due date, or other due date that requires action or (b) if such due date requiring action is less than [ * ], then at least [ * ] of the time remaining for response or taking action following receipt of the requirement for action by Licensee’s patent counsel with whom the authority issuing the requirement corresponds. Upon receipt of an Election Notice, Pfizer shall be entitled, upon written notice to Licensee, at its sole discretion and expense, to file, revive, or to continue the prosecution or maintenance of such Patent Right in Pfizer’s name using counsel of its own choice and at its own expense, in which case, as of the date Licensee provides Pfizer such Election Notice, the license granted in Section 2.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent licensee has not sublicensed such Patent Right prior to providing such Election Notice), and Licensee will have no further rights and Pfizer will have no further obligations to Licensee, in respect of the filing, maintenance or enforcement of such Patent Right under Section 7 or Section 8 hereto.
Failure to Prosecute or Maintain. If Licensor determines, for any reason, not to diligently prosecute or maintain the Patents, then Licensor will promptly notify Licensee in writing of the same. If it comes to the attention of Licensee that Licensor, for any reason, is not diligently prosecuting or maintaining the Licensed Patent(s), then in the event of Licensor’s discontinuance of prosecution or maintenance of the Patents, Licensor will assign the Licensed Patent(s) to Licensee.
Failure to Prosecute or Maintain. (a) In the event that either Party as Licensor decides to forego prosecution or maintenance of a Patent for which it is allocated responsibility pursuant to Section 3.1, such Licensor (the “Abandoning Party”) shall use commercially reasonable efforts to provide written notice to Licensee (or, if DuPont is the Abandoning Party, either CHEMOURS FC or CHEMOURS TT, at DuPont’s election) at least thirty (30) days prior to the final deadline for taking a necessary step to continue to prosecute or maintain the applicable Patent (such notice, the “Assumption Notice”). Upon receipt of such Assumption Notice, such Licensee will have the option of assuming responsibility for such prosecution and maintenance at its sole expense. If such Licensee elects to assume responsibility for prosecution and maintenance pursuant to this Section 3.2, such Licensee shall notify the Abandoning Party in writing of such election within thirty (30) days (or such shorter period requested where the final deadline is in less than thirty
Failure to Prosecute or Maintain. If Licensor determines, for any reason, not to diligently prosecute or maintain the Patents, then Licensor shall promptly give Sublicensee written notification of such determination at least 90 days before any due date related to such prosecution or maintenance. If Sublicensee believes that Licensor, for any reason, is not diligently prosecuting or maintaining any Patent(s) as required hereunder, then, at Sublicensee’s written request, Licensor shall immediately assign such Patent(s) to Licensor and the rights of Sublicensee hereunder shall continue unabated and without interruption.
Failure to Prosecute or Maintain. In the event QLT declines to continue the maintenance of any Patent Right, QLT shall give Diomed 60 days prior written notice, in sufficient time to permit Diomed to continue the maintenance. Diomed may thereafter, at Diomed's option and expense, elect to continue the maintenance. At the end of the 60 day notice period, such patent applications and/or patents on which Diomed declines to continue maintenance shall be excluded from the rights sublicensed to Diomed pursuant to paragraph 3.1
Failure to Prosecute or Maintain. In the event LICENSEE elects to forgo filing, prosecution or maintenance of the Patent Rights, LICENSEE shall notify PFIZER of such election at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action (“Election Notice”). Upon receipt of an Election Notice, PFIZER shall be entitled, upon written notice to LICENSEE, at its sole discretion and expense, to * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission. file or to continue the prosecution or maintenance of such Patent Right in such country in PFIZER’s name using counsel of its own choice and at its own expense (“Pfizer Patent Rights”), in which case, the term “Patent Rights” shall be modified to exclude the Pfizer Patent Rights as of the date LICENSEE provides PFIZER such Election Notice.
