Licensor Patent Rights. Subject to the further terms and conditions hereof, LICENSEE, during the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will be responsible for the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries in the Territory where patent applications have been filed by or on behalf of LICENSOR as of the Effective Date and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: (a) shall keep LICENSOR informed in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faith, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of prosecution and maintenance of the Patent Rights as provided below; and (d) shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior to any deadline for action set forth by the US Patent and Trademark Office or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR with no less than forty-five (45) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written notice, any and all exclusive rights granted to LICENSEE by LICENSOR to said patent/patent application in said country shall promptly terminate. For the sake of clarity, any such agreement by LICENSEE to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEE’s said notice thereof. For clarity, upon such termination of rights under such patent/patent application, LICENSOR shall be free to license, sell, assign, dispose of, and/or take any other ac...
Licensor Patent Rights. 2 Subject to Section 6.1(b) and this Section 6.2(a) , Licensor shall: (i) prepare, file, prosecute and maintain the Licensor Patent Rights; (ii) subject to Section 6.1(b) and Section 6.2(e) below, pay all fees and expenses in connection with Section 6(a)(i); (iii) keep Licensee reasonably informed of the filing and status of the prosecution of the Licensor Patent Rights and the issuance of any Patent Rights thereon; and (iv) give Licensee written notice of any additions, deletions, or changes in the status of the Licensor Patent Rights. If required by Applicable Law, for the enforceability of the Licensor Patent Rights, Licensor will record this Agreement or another document or instrument evidencing Licensee’s rights herein, as required, at Licensor’s expense. In the event that the IPC desires to abandon or cease prosecution or maintenance of any Licensor Patent Rights in the Territory, the IPC shall provide written notice to Licensee of such intention to abandon no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to such Licensor Patent Rights in the relevant patent office. In such case, upon receipt of a written request by Licensee or its Affiliate to assume responsibility for prosecution and maintenance of such Licensor Patent Rights, Licensor shall allow Licensee or its Affiliate at its sole cost and expense and by counsel of its own choice to assume such responsibility, and Licensor hereby assigns and will assign to Licensee or its Affiliate all such Licensor Patent Rights for which Licensee or its Affiliate assumes responsibility.
Licensor Patent Rights. LICENSEE shall have the right to determine the Licensor Patent Rights for which it will apply for patent extension in any country and/or region for any Licensed Product in the Field. LICENSEE shall file for any such extension at LICENSEE’s cost and expense. LICENSOR shall provide all reasonable assistance to LICENSEE in connection with such filings at its own expense.
Licensor Patent Rights. At the discretion of the IPC, Licensor shall file for extensions of the Licensor Patent Rights in each country and region, at the Parties’ respective cost and expense as directed by the IPC, provided that if the IPC decides not to direct Licensor to file for extension of any patent term, it will give written notice to Licensee of the decision not to file at least sixty (60) days before the deadline for any such filing and Licensee may choose, at its option, to file for any such extension at its own expense. In such case that Licensee chooses to file for any such extension, Licensor shall provide all reasonably requested assistance to Licensee in connection with such filings at Licensee’s request. Licensor shall have the sole and exclusive right to apply for extension of any patent term in any country and/or region outside the Field without prior written notification to Licensee.
Licensor Patent Rights. Licensor shall have the sole right, but not the obligation, to file, prosecute and maintain all Licensor Patent Rights using patent counsel selected by Licensor. Licensee shall not disclose to Third Parties the existence of any unpublished patent applications that are Licensor Patent Rights, or any Know-How contained therein that is not otherwise disclosed publicly at the time of filing of any such unpublished patent applications. Licensee shall reimburse Licensor for all of Licensor’s reasonable out of pocket costs incurred in filing, prosecuting and maintaining the Licensor Patent Rights, which amount shall be reduced, on an equal basis, between Licensor and any Third Party(ies) to whom Licensor licenses or grants rights under Licensor Patent Rights for any use or indication other than the Indication. Licensee may opt out of reimbursement of such out of pocket costs with respect to any country within the Territory, in which case the Territory shall be amended to exclude such country and Licensee shall have no right to Commercialize Licensed Products in such country.
Licensor Patent Rights. Licensee shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect to Infringement of a Licensor Patent Right, at Licensee’s own expense and by counsel of its own choice, and Licensor shall have the right to be represented in any such action or proceeding, at Licensee’s expense and by counsel of Licensor’s choice. If Licensee fails to bring any such action or proceeding with respect to Infringement of any Licensor Patent Right within 60 days (or such shorter period as may be required to prevent the waiver or forfeiture of statutory rights) following the notice of alleged Infringement, Licensor shall have the right to bring (or defend) and control any such action at its own expense and by counsel of its own choice.
Licensor Patent Rights. Licensor shall have the sole right, but not the obligation, to control the preparation, filing, prosecution and maintenance of Licensor Patent Rights by counsel of its choice. In the event that Licensor desires to abandon or cease prosecution or maintenance of any Licensor Patent Right in the Territory, Licensor shall provide written notice to Licensee of such intention to abandon no later than thirty (30) days prior to the next deadline for any action that must be taken with respect to such Licensor Patent Right in the relevant patent office. In such case, upon receipt of a written request by Licensee to assume responsibility for prosecution and maintenance of such Licensor Patent Right Licensor shall allow Licensee at its sole cost and expense and by counsel of its own choice, delivered no later than fifteen (15) days after receipt of notice from Licensee to assume such responsibility.
Licensor Patent Rights. [***********************************************************(31)]
Licensor Patent Rights. LICENSEE shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect to Infringement of a Licensor Patent Right, at LICENSEE’s own expense and by counsel of its own choice, and LICENSOR shall have the right to be represented in any such action or proceeding, at its own expense and by counsel of LICENSOR’s choice. If LICENSEE fails to bring any such action or proceeding with respect to Infringement of any Licensor Patent Right within 60 days (or such shorter period as may be required to prevent the waiver or forfeiture of statutory rights) following the notice of alleged Infringement LICENSOR shall have the right to bring (or defend) and control any such action at its own expense and by counsel of its own choice.
Licensor Patent Rights. The rights and obligations of the Parties with respect to the preparation, filing, prosecution, maintenance, and enforcement of Licensor Patent Rights, including Patents for Developments under Section 6.1, are set forth in this Section 8.1.
