Licensor Patent Rights. Licensor shall, within 10 Business Days of learning of such event, inform Licensee of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to claims of the Licensor Patent Rights issued or pending as of the Effective Date. With respect to any such request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination, Licensor shall have the first right (in its discretion) to initiate, prosecute and/or respond, to such action or proceeding, provided that Licensor shall consult with Licensee with respect to any such action or proceeding and shall not unreasonably reject comments of Licensee. In addition, all strategic decisions shall be made by the consensus of Licensor and Licensee. In the event that Licensor elects to initiate, prosecute and/or respond to any interference, opposition, invalidation, reexamination, or reissue proceeding relating to any Licensor Patent Right, the out-of-pocket costs, fees and expenses thereof shall be reimbursed (and upon request by Licensor, prepaid at least 30 days in advance) by Licensee in the manner comparable to the provisions of the first paragraph of Section 8.2(a), mutatis mutandis. Licensor shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any Licensor Patent Right without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensor shall keep Licensee informed of developments in any such action or proceeding involving any Licensor Patent Right. Licensor shall promptly inform Licensee in the event that Licensor elects not to initiate, prosecute and/or respond to any interference, opposition, invalidation, reissue or reexamination relating to any claim in Licensor Patent Rights, and in such case, Licensee shall have the right to do so (in Licensee’s discretion), at its cost and expense. Licensee shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any claim in Licensor Patent Rights without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Licensee shall keep Licensor informed of developments in any such action or proceeding involving any Licensor Patent Right.
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 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, provided that Licensee shall, as Licensor shall elect in its sole discretion, either pre-pay or reimburse any out-of-pocket costs incurred by Licensor in providing such assistance.
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. Upon request of Licensee, Licensor shall file for extensions of the Licensor Patent Rights and/or Joint Patent Rights in each country and region, at Licensee’s cost and expense. Licensor shall give written notice to Licensee of the need for extensions of the Licensor Patent Rights to maintain such Licensor Patent Rights at least sixty (60) days before the deadline for any such filing. Licensee may also 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 right, but not the obligation, to file for an extension of the Licensor Patent Rights and/or Joint Patent Rights at its expense in any country in which the Licensee declines to pursue an extension.
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. Confidential material redacted and filed separately with the Commission.
Licensor Patent Rights. 10.1 Licensee hereby acknowledges that Licensor owns or Controls all of Licensor Patent Rights and Licensee shall acquire no rights, title or interest whatsoever in or to any of Licensor Patent Rights, except as specifically provided in this Agreement. Without limiting the generality of this Section 10.1, Licensee shall not utilize any Licensor Patent Rights for any purpose whatsoever, except as specifically authorized in this Agreement. Licensee shall not register, or attempt to register, any of Licensor Patent Rights, or otherwise assert any ownership rights with respect to any of Licensor Patent Rights.
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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.
