Common use of Failure to Prosecute or Maintain Clause in Contracts

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. In the event Licensee Pyxis elects to forgo filing, prosecution or maintenance of the Licensed ADC Patent Rights, Licensee Pyxis 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 LicenseePyxis, 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 Pyxis provides Pfizer such Election Notice, the license granted in Section 2.1.1 3.1.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent Licensee Pyxis has not sublicensed such Patent Right prior to providing such Election Notice), and Licensee Pyxis will have no further rights in respect of the filing, maintenance or enforcement of such Patent Right.

Failure to Prosecute or Maintain. In the event Licensee elects to forgo filing, prosecution prosecution, or maintenance of the Licensed Patent Rights, Licensee shall notify Pfizer Anacor 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 Anacor 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 PfizerAnacor’s name using counsel of its own choice and at its own expense, in which case, as of the date Licensee provides Pfizer Anacor 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 maintenance, or enforcement of such Patent Right.

Failure to Prosecute or Maintain. In the event Licensee Pyxis elects to forgo filing, prosecution or maintenance of the Licensed ADC Patent Rights, Licensee Pyxis 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 LicenseeXxxxx, 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 Pyxis provides Pfizer such Election Notice, the applicable license granted in Section 2.1.1 2.2.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent Licensee Pyxis has not sublicensed such Patent Right prior to providing such Election Notice), and Licensee Pyxis will have no further rights in respect of the filing, maintenance or enforcement of such Patent Right.

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 or region 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 Licensed Patent Rights shall become continue under a 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.