Filing and Prosecution of Patents. XXXXX and PFIZER shall cooperate in connection with the continued prosecution and maintenance by XXXXX of the patents under the Xxxxx Patent Rights applicable to the Field, with XXXXX having responsibility for such activities. [********************************************************************************************* *******************************************************]. If PFIZER desires that XXXXX file any application for a patent on improvements and variations upon inventions disclosed in the patents under the Xxxxx Patent Rights applicable to the Field or otherwise relating to the Compound, any Research Compound or any Licensed Product, PFIZER shall advise XXXXX of such improvements, variations or inventions. Provided that XXXXX has no reasonable objection thereto, XXXXX shall thereupon file patent applications as requested, and PFIZER shall pay reasonable, out-of-pocket expenses, including reasonable fees for outside patent counsel, for filing and prosecuting such requested patent applications. XXXXX shall consult PFIZER and keep PFIZER informed of all material matters relating to the preparation, filing, prosecution and maintenance of Xxxxx Patent Rights applicable to the Field, including, without limitation, any matters relating to the matter set forth on Schedule 10.1(a)(ii). In addition, XXXXX shall provide PFIZER with copies of all material correspondence with all applicable patent offices in such a manner as to allow PFIZER a meaningful opportunity to comment, and PFIZER shall have reasonable access to all documentation, filings and communications to or from the applicable patent offices. XXXXX, its agents and its attorneys shall give due consideration to all suggestions and comments of PFIZER regarding any aspect of such patent preparation, filing, prosecution and maintenance. In addition, XXXXX shall take all necessary steps to maintain for the full life thereof all patents under the Xxxxx Patent Rights applicable to the Field. With respect to reasonable out-of-pocket costs in connection with the prosecution and maintenance of the Xxxxx Patent Rights applicable to the Field, PFIZER shall pay [****] of such costs for those patents listed in Section I of Exhibit A attached hereto and [****] of such costs for all other Xxxxx Patent Rights applicable to the Field. In addition, if, at any time, XXXXX licenses or otherwise transfers to a Third Party any Rejected Program ODN (as defined in the Screening and Evaluation Agreement) or any Rejected Candidate ODN (as defined in the Screening and Evaluation Agreement), XXXXX shall reimburse PFIZER for [****] of PFIZER’s reasonable out-of-pocket costs incurred by PFIZER in connection with the prosecution, filing and maintenance of the Xxxxx Patent Rights that relate to the Rejected Program ODN Patent Rights (as defined in the Screening and Evaluation Agreement) and Rejected Candidate ODN Patent Rights (as defined in the Screening and Evaluation Agreement), as applicable. Prosecution of the Xxxxx Patent Rights includes all activities before patent offices throughout the world and appeals therefrom.
Appears in 3 contracts
Samples: License Agreement (Coley Pharmaceutical Group, Inc.), License Agreement (Coley Pharmaceutical Group, Inc.), License Agreement (Coley Pharmaceutical Group, Inc.)
