Intellectual Property Prosecution and Maintenance. 16.1 CRT shall notify AchillesTx in writing of any Future Patent for the purpose of allowing AchillesTx within [***] of receipt of such notice to elect whether or not to include such Future Patent within the definition of TRACERx Patents and accordingly such Future Patents being subject to the licence hereunder. Until such Future Patents are notified to AchillesTx in writing and the [***] period has expired, and/or where AchillesTx has elected to include any such Future Patents under this Agreement, CRT shall procure that such rights shall not be assigned, encumbered, mortgaged or otherwise licensed in a manner so as to prejudice or restrict the grant of the licences under Clause 3 applying equally to such rights, Upon AchillesTx electing to include any such Future Patents in the definition of TRACERx Patents:
16.1.1 any such Future Patents in so far as they include non-severable improvements to the inventions claimed (as assessed by reference to the form in which each applicable Patent Right was originally filed) in the then current list of TRACERx Patents (“Non-Severable Rights”) shall be included in the definition of TRACERx Patents and automatically licensed to AchillesTx in accordance with Clause 3 and shall be subject to the other provisions of this Agreement; or,
16.1.2 any such Future Patents in so far as they are not Non-Severable Rights (“Severable Rights”) shall also be included in the definition of TRACERx Patents and licensed to AchillesTx in accordance with Clause 3 provided that such rights shall, subject to the Parties reaching an agreement to the contrary, be automatically licensed to AchillesTx on a non-exclusive basis (notwithstanding the provisions of Clause 3) in which case those Severable Rights shall not be subject to the provisions of Clauses 8, 9, the remaining provisions of Clause 16, or Clause 17;
16.1.3 AchillesTx and CRT shall, upon AchillesTx’s election, negotiate in good faith and acting reasonably the basis on which AchillesTx can license the Severable Rights on an exclusive basis beyond the non-exclusive licence automatically arising pursuant to Clause 16.1.2 for a period not exceeding [***]. 21634127 Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL
16.2 Nothing in this Agreement shall assign or purport to assign any Intellectual Property rights owned by one Party to the other Party.
16.3 Subject to AchillesTx’s right to exercise its option to acquire certain of the TRACERx Patents, CRT is and shall at all other times re...
Intellectual Property Prosecution and Maintenance. (a) Beginning on the Effective Date, all present and future costs of preparing, filing, prosecuting, registering, defending, and maintaining all Licensed Intellectual Property shall be borne by Licensee. Licensee shall be informed in advance of any such undertakings and be given an opportunity to review them to the extent reasonably possible. Licensee shall pay all invoices for such expenses sent by Licensor or Licensor within sixty (60) days of invoice date. Licensee’s obligation for expense reimbursement shall cover all Licensed Intellectual Property, including without limitation, all Improvements.
(b) Unless stated otherwise in this Agreement, Licensor shall be the named and record owner of all Licensed Intellectual Property, and shall have final authority over selection of intellectual property attorneys and all decisions with respect to preparing, filing, prosecuting, registering, defending, or maintaining all Licensed Intellectual Property, but shall have no obligation to make such filings if, in the exercise of its authority and discretion, declines to do so.
Intellectual Property Prosecution and Maintenance. The provisions of clause 16.2 to 16.12 (inclusive) of the 2016 Licence Agreement shall apply to the LOHHLA Patents save as expressly set out below and subject to the following amendments that shall apply specifically and only in respect of the LOHHLA Patents:
Intellectual Property Prosecution and Maintenance. Valeant shall, at its own expense, use commercially reasonable efforts to prosecute and maintain all Valeant intellectual property in the Territory (including patents, the Product Trademarks and any copyrights associated with the Product Promotional Materials) related to the Product or its manufacture, use, offer for sale or sale. Valeant shall keep Zogenix promptly informed regarding the ongoing prosecution and maintenance of Valeant patents to the extent they relate to the Product or its manufacture, use or sale in the Territory, including all office actions and notices of allowance.
Intellectual Property Prosecution and Maintenance. Depomed shall use commercially reasonable efforts to prosecute and maintain the Depomed intellectual property in the Territory related to any Product Promoted pursuant to this Agreement (a “Promoted Product”) or its use, including patents, the Depomed Trademarks and any copyrights associated with the Promotional Materials (subject, in the case of the 1000mg Product, to Depomed’s rights in respect of intellectual property under the BLS Agreements). Depomed shall make available to Santarus (or its designated counsel) copies of such patent application files and shall make available to Santarus (or its designated counsel) all office actions relating to any Promoted Product wherein at least one (1) claim is directed to the Promoted Product in those patent applications, and copies of material correspondence with the U.S. Patent and Trademark Office relating to such patent applications to the extent they relate to the Promoted Product or its use. Santarus shall have the right to comment upon the prosecution of such patent applications (subject, in the case of the 1000mg Product, to Depomed’s rights in respect of intellectual property under the BLS Agreements). Depomed shall, in good faith, consider such comments of Santarus. In addition, Depomed shall keep Santarus reasonably informed regarding material developments relating to the prosecution, maintenance or enforcement of Depomed’s intellectual property rights related to any Promoted Product outside the Territory that could reasonably be expected to have a material impact on Depomed’s intellectual property rights related to the Promoted Product in the Territory.
Intellectual Property Prosecution and Maintenance. VeroScience shall prosecute and maintain the intellectual property in the Territory related to the Product and necessary to Manufacture and Commercialize in the Territory pursuant to this Agreement, including the VeroScience Patents, the Listed Patents and the Product Trademarks. VeroScience shall make available to Santarus (or its designated counsel) copies of patent application files and shall make available to Santarus (or its designated counsel) all office actions relating to any patent applications wherein at least one (1) claim is directed to the Product in those patent applications, and copies of material correspondence with the U.S. Patent and Trademark Office relating to such patent applications to the extent they relate to the Product or its use. Santarus shall have the right to comment upon the prosecution of such patent applications. VeroScience shall, in good faith, consider such comments of Santarus. In addition, VeroScience shall keep Santarus reasonably informed regarding material developments relating to the prosecution, maintenance or enforcement of VeroScience’s intellectual property rights related to the Product outside the Territory that could reasonably be expected to have a material impact on VeroScience’s intellectual property rights related to the Product in the Territory. For the avoidance of doubt, VeroScience and S2 shall remain responsible for all expenses relating to the preparation, filing, prosecution and maintenance of the intellectual property in the Territory related to the Product and necessary to Manufacture and Commercialize in the Territory pursuant to this Agreement, including the VeroScience Patents, the Listed Patents, the Product Trademarks and any copyrights associated with the Promotional Materials. In the event that VeroScience notifies Santarus that it no longer wishes to prosecute or maintain the intellectual property in the Territory related to the Product and necessary to Manufacture and Commercialize in the Territory pursuant to this Agreement, VeroScience shall promptly notify Santarus in writing sufficiently in advance to any relevant deadline so that Santarus may, at its discretion, assume the responsibility for the prosecution or maintenance of such intellectual property in its own name and at its sole expense. In the event that Santarus also decides not to continue the prosecution or maintenance of such intellectual property, Santarus shall promptly notify S2 in writing sufficiently in advance to any ...
Intellectual Property Prosecution and Maintenance. Licensor shall have ------------------------------------------------- responsibility for and prepare all application filings, prosecution documents, provide all maintenance and Licensee shall pay all fees and expenses, including legal fees, relating to the Intellectual Property. Licensee shall provide Licensor with all information in its possession necessary or useful for the filing and prosecution of such Intellectual Property and shall cooperate fully with Licensor so that Licensor may establish and maintain such rights. Attorneys chosen by Licensor shall handle all filings and prosecutions on behalf of Licensor. In the event Licensor declines to prepare necessary documents and fees to apply for, prosecute or maintain any of the Intellectual Property, Licensee shall have the right to pursue the same at Licensee's expense. Licensor shall give sufficient and timely notice to Licensee of its decision not to prepare the necessary documents and fees to apply for, prosecute or maintain any Intellectual Property so as to permit Licensee to apply for, prosecute and maintain such Intellectual Property. In such event, Licensor shall provide Licensee with all information necessary or useful for the filing and prosecution of such Intellectual Property and shall cooperate fully with Licensee so that Licensee may establish and maintain such rights.
Intellectual Property Prosecution and Maintenance. Zogenix shall, at its own expense, use commercially reasonable efforts to prosecute and maintain all Zogenix intellectual property in the Territory (including patents, the Zogenix Trademarks and any copyrights associated with the Promotional Materials) related to the Product or its manufacture, use, or sale. Zogenix shall keep Astellas promptly informed regarding the ongoing prosecution and maintenance of Zogenix patents to the extent they relate to the Product or its manufacture, use, or sale, including all office actions and notices of allowance. In addition, Zogenix shall keep Astellas reasonably informed regarding material developments relating to the prosecution, maintenance, or enforcement of Zogenix’s intellectual property rights related to the Product or its manufacture, use, or sale outside the Territory that could reasonably be expected to have a material impact on Zogenix’s intellectual property rights related to the Product or its manufacture, use, or sale in the Territory.
Intellectual Property Prosecution and Maintenance. Depomed shall use commercially reasonable efforts to prosecute and maintain the Depomed intellectual property in the Territory related to any Product or its use, including the Depomed Patent Rights and the Depomed Trademarks (subject, in the case of the 1000mg Product, to BLS’s rights and Depomed’s obligations in respect of intellectual property under the BLS Agreements). Depomed shall make available to Santarus (or its designated counsel) copies of such patent application files and shall make available to Santarus (or its designated counsel) all office actions relating to any Product (or a proposed Generic Version thereof) wherein at least one (1) claim is directed to the Product (or a proposed Generic Version thereof) in those patent applications, and copies of material correspondence with the U.S. Patent and Trademark Office relating to such patent applications to the extent they relate to the Product (or a proposed Generic Version thereof) or its use. Santarus shall have the right to comment upon the prosecution of
Intellectual Property Prosecution and Maintenance x. Xxxxxxx shall be responsible for and control the preparation, filing and prosecution of all patent, trademark and copyright applications and the maintenance of all patents and registered trademarks and copyrights in and for the Licensed Intellectual Property Rights and Licensed Software, using counsel of its choice.
b. Until such time as Siteman had paid iXL all fees for Services as provided in the Services Agreement, with respect to the trademark and patent applications/registrations listed in Schedule 1.1
