In the Territory. If a Product Patent or Additional Joint Patent in the Territory becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof, then Artiva shall have the first right, but not the obligation, to control such defense at its own expense using counsel of its own choice. If Artiva decides that it does not wish to defend against such action, it shall notify GCLC reasonably in advance of all applicable deadlines, and GCLC shall thereafter have the right, but not the obligation, to assume defense of such action at its own expense.
In the Territory. As between the Parties, Nanobiotix shall have the first right, at its expense, to prosecute and maintain the Nanobiotix Patents in the Territory, using counsel of its choice. Nanobiotix shall keep Lian reasonably informed of all steps with regard to and the status of the preparation, filing, prosecution and maintenance of the Nanobiotix Patents in the Territory, including by providing Lian with (i) copies of all correspondence and material communications it sends to or receives from any patent office or agency in the Territory relating to such Patents, (ii) a draft copy of all applications, in each case ((i) and (ii)), sufficiently in advance of filing or response to permit reasonable review and comment by Lian, and (iii) a copy of applications as filed, together with notice of its filing date and serial number. Before Nanobiotix submits any filing, including a new patent application, or response to such patent authorities with respect to any Nanobiotix Patents, Nanobiotix will provide Lian with a reasonable opportunity to review and comment on such filing or response and will incorporate any reasonable comments or suggestions provided by Lian regarding the prosecution or maintenance of such Nanobiotix Patents under this Section 10.2(a) [***].
In the Territory. The Parties shall report to the Alliance Steering Committee on all significant clinical and regulatory issues relating to the Product(s), and the Alliance Steering Committee shall make recommendations and provide strategic guidance with respect to such issues.
In the Territory. In the event a prospective licensee for the commercial distribution of the Product(s) in areas outside the Territory will not agree to the sharing of all data and information as provided above, BioNumerik will consult with ASTA Medica prior to signing any license agreement with such party and BioNumerik will use its reasonable best efforts to facilitate and provide an opportunity for discussion between ASTA Medica, BioNumerik and such prospective licensee with respect to a mutually satisfactory arrangement for the sharing of data and information. For purposes of this Agreement, "reasonable best efforts" shall mean those reasonable commercial efforts that would be used by reasonable business persons in a similar situation.
In the Territory. Beginning on the Closing Date and thereafter during the Term, in the Territory, (a) a co-exclusive (with King only) license, with the right to grant sublicenses only as expressly set forth in the Collaboration Agreement, under King Technology and King Patent Rights to Develop Products, (b) a non-exclusive license to make products in the Field, including Products, in each case solely and exclusively for export to Australia and New Zealand, subject to the limitations set forth in Section 5.2 of the Collaboration Agreement, with the right to grant sublicenses subject to any applicable requirements set forth in this Agreement, under King Technology and King Patent Rights, solely to the extent any of the foregoing are Invented based on the use of PTI Technology or PTI Patent Rights or developed or acquired by King primarily for use in the Development, manufacture or Marketing of Products in the Collaboration, and (c) a right to negotiate in good faith with King to obtain a non-exclusive, royalty-bearing license, with other appropriate terms, to make products in the Field, including Products, in each case solely and exclusively for export to Australia and New Zealand, subject to the limitations set forth in Section 5.2 of the Collaboration Agreement, with the right to grant sublicenses subject to any applicable requirements set forth in this Agreement, under any other King Technology and King Patent Rights not set forth in subsection (b) hereof that are reasonably necessary to make products in the Field, including Products.
In the Territory. Non-Exclusive rights from the Effective Date until the expiry of the Term, allowing LICENSEE the non-exclusive ability to continue to manufacture the End Products directly or through its Related Entity or Contract Manufacturer in the Territory for the balance of the term of this Agreement as per Section 4.
In the Territory. If a Product Patent or Additional Joint Patent in the Territory becomes the subject of any proceeding commenced by a Third Party in connection with an opposition, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability thereof, then Artiva shall have the first right, but not the obligation, to control such defense at its own expense using counsel of its own choice. If Artiva decides that it does not wish to defend against such action, it shall notify GCLC reasonably in advance of all applicable deadlines, and GCLC shall thereafter have the right, but not the obligation, to assume defense of such action at its own expense. Unless otherwise agreed by the Parties, the Parties shall jointly control the defense of any proceeding commenced by a Third Party in connection with an opposition, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability of any Product Technology that is related to the AbClon Agreement, and each Party shall equally bear the related expense.
In the Territory. Except as expressly provided in this Agreement or by a separate mutual written agreement between the Parties, ASTA Medica shall not directly or indirectly manufacture Product(s) to be sold in the Territory or manufacture, market, distribute or sell Product(s) outside the Territory, unless otherwise permitted pursuant to a separate agreement that may be entered into by the Parties pursuant to Section 7.2.
In the Territory. 4.1. COMMERCIALIZATION EFFORTS; COSTS. During the Term, Genentech shall use its Commercially Reasonable and Diligent Efforts to commercialize each Licensed Product in each country in which Regulatory Approval is received. Genentech shall have the full responsibility and sole right to make all decisions regarding all commercialization activities, including without limitation all manufacturing, sales, marketing and product launch activities related to Licensed Products. Genentech shall bear all costs related to the commercialization of the Licensed Products by Genentech in the Territory, except for US Costs if TolerRx exercises the US Profit/Loss Sharing Option set forth in Section 6.5.
In the Territory. Subject to Section 2.2.3, and Article 9 if the Parties Co-Promote, all Development Costs incurred with respect to each Development Candidate (and corresponding Collaboration Product) for sale in the Territory shall be borne by Warner, excluding costs incurred by GenVec pursuant to Section 2.2.1 which were subject to subsection (i) of the second sentence of Section 2.2.1 and not recovered by GenVec pursuant to the remainder of such sentence.
