Common use of Foreign Filings Clause in Contracts

Foreign Filings. Legacy will provide Primary reasonable advance written notice of any required foreign patent filings concerning any Legacy Patents and associated fees. Legacy must thereafter inform Primary in writing which foreign countries, if any, in which Legacy will pursue patent protection. Primary may elect to seek patent protection in countries not so designated by Legacy, in which case (i) Primary shall be responsible for all expenses attendant to such foreign filings and, in such instances, all right, title, and interest in such Patent Rights shall be assigned to Primary, free and clear of all liens, claims, and encumbrances, (ii) such Patent Rights shall be deemed not to be Legacy Patents or Primary Patents for purposes of this Agreement, (iii) to the extent Covered thereby, no compounds claimed therein shall be considered CDCs nor VDCs for any purposes related to this Agreement in the country(ies) in which such Patent Rights were filed or issued, and (iv) Legacy, its Affiliate, and Legacy Licensees shall no longer have any right to manufacture, use, sell, or import any CDC or Derivative thereof to the extent Covered by such Patent Rights in the country(ies) in which such Patent Rights were filed or issued.