Improvement Patents. During the Sharing Period, a party to this Agreement (“Requesting Party”) shall have the right to request to have filed, have prosecuted, and/or maintained, at the Requesting Party’s sole expense, additional continuing Patents (each, an “Improvement Patent”) based upon (a) Broncus Existing IP and/or Broncus Future IP (if the Requesting Party is Asthmatx) or (b) Asthmatx Existing IP and/or Asthmatx Future IP (if the Requesting Party is Broncus).
Improvement Patents. “Improvement Patents” shall mean any and all Patent Rights Controlled by Licensor or its Affiliates relating to and within the scope of Microfluidics Technology and that has been first conceived and reduced to practice by Licensor or its Affiliates after the Effective Date and during the Term of this Agreement.
Improvement Patents. OGT must give written notice to the Licensee of any Improvement Patent that is granted to it or any of its Affiliates or comes into their ownership or which they obtain the right to sub-license during the Term. OGT will endeavour to give such notice within 3 months after such grant or of the obtaining of such ownership or right. The Licensee will have a period of 3 months after receipt of such notice to notify OGT in writing if Licensee elects to include within the definition of Licensed Patent Rights any Improvement Patent referred to in OGT’s notice. On receipt of such notice by OGT the Improvement Patent will be deemed to be included in the definition of Licensed Patent Rights with effect from the date of its grant or on which OGT or any of its Affiliates obtained ownership or sub-licensing rights of it, but the licence granted to the Licensee in respect of the Improvement Patent will be limited to those activities that fall within the claims of the granted patents in the Licensed Patent Rights subsisting on the Effective Date or which derived from applications in the Licensed Patent Rights subsisting on the Effective Date. If the Licensee has not given OGT notice within the said period of 3 months to include an Improvement Patent within the definition of Licensed Patent Rights neither OGT nor or any of its Affiliates may subsequently grant a licence of that Improvement Patent to a third party on terms that would preclude any of them from granting a licence of the Improvement Patent to the Licensee of its or its Affiliate’s intention to do so and the Licensee has subsequently either informed OGT that it does not wish to take a licence of that Improvement Patent or has failed to notify OGT in writing within 14 days after the receipt of OGT’s notice that it wishes to take a licence of any such Improvement Patent will be deemed to be included in the definition of Licensed Patent Rights with effect from the date of its grant or the date on which OGT or its Affiliate obtained ownership or sub-licensing rights of it, but the licence granted to the Licensee in respect of the Improvement Patent will be limited to those activities that fall within the claims of the granted patents in the Licensed Patent Rights subsisting on the Effective Date or which derive from applications in the Licensed Patent Rights subsisting on the Effective Date.
Improvement Patents. Licensor agrees to use commercially reasonable efforts to provide to Licensee a periodic written report of all Improvement Patents, provided that such reports shall be deemed Confidential Information subject to the provisions of Article 7 of this Agreement, and all such Improvement Patents are and shall be considered included in the Patent Rights and automatically licensed to Licensee pursuant to Article 2 of this Agreement.
Improvement Patents. Each Party, at its own discretion, may prepare, file and prosecute patent applications on its own behalf in the United States and foreign countries for Improvements. Each Party shall bear all costs and fees associated with any application filed by the party.
Improvement Patents. Schering is under no obligation to file, prosecute, maintain, defend or enforce any Patent that is subject of the Grantback License.
Improvement Patents. 3 1.10 License ............................................................. 3 1.11
Improvement Patents. [*] shall be automatically included as part of the Licensed Patents. Licensee and Licensor agree promptly to update Schedule 1.21 of this Agreement attached hereto upon written request by either Party from time to time, to reflect the inclusion of such Improvement Patents in the Licensed Patents. Each Party will use reasonable efforts to disclose to the other Party during the Term any and all Improvements and Improvement Patents.
Improvement Patents. Sublicensor also agrees to grant to Sublicensee a sublicense to any Improvement Patents and any associated Know-how relating thereto, subject to terms that are generally comparable to, and are no less favorable than, the terms and conditions of this Agreement.
Improvement Patents. As between the Parties, Licensee will have the sole right to file, prosecute and maintain any and all Improvement Patents at its own expense. Licensee will consult with MSD with respect to the preparation, filing, prosecution and maintenance of the Improvement Patents in the Territory, to the extent such Improvement Patents claim Compound, Product or uses thereof, reasonably prior to any deadline for an action with respect thereto, and will consider in good faith any comments of MSD. Notwithstanding the foregoing, Licensee will have the right to discontinue the prosecution and maintenance of one or more Improvement Patents in the Territory, and in such case, Licensee will give notice to MSD thereof and will permit MSD to continue the prosecution or maintenance of such Improvement Patent(s) in the Territory at its own expense; provided that [***]; and provided, further that MSD consults with Licensee with respect thereto prior to any deadline for an action, including providing to Licensee a copy of any filings or submissions in connection therewith.
