Maintenance and Prosecution of Patents. 14.1 Calliditas shall be responsible, at its discretion, for the preparation, filing, prosecution and maintenance (“Prosecution”) of the Licensed Patents and any patent applications and patents covering Arising Product IP. Calliditas shall provide Licensee with an opportunity to comment on decisions related to the Prosecution of the Licensed Patents in the Territory and any patents covering Arising Product IP and shall take into reasonable consideration the commercial strategy of Licensee in the Territory.
14.2 Calliditas shall bear all costs and expenses for the Prosecution of the Licensed Patents but Licensee shall provide such assistance, including signing such documents and taking such legally permitted actions, as requested by Calliditas to evidence and perfect Calliditas rights in and ownership of the Licensed Patents.
14.3 The Parties shall share equally all costs and expenses incurred in connection with the Prosecution of Arising Product IP, provided, however, that either Party may decline to carry the responsibility for such costs on a country-by-country basis by assigning any of its rights in such Arising Product IP to the other Party in that country. If a Party assigns its rights in such Arising Product IP, the assigning Party shall have no rights to such Arising Product IP, and the assignee Party shall have the right to exercise its sole discretion in the Prosecution of the Arising Product IP. [***]. The Parties agree to execute or procure the execution of any documents and take all legally permitted actions, as needed or desired to give effect to such assignment of ownership and/or to facilitate each other’s Prosecution of Arising Product IP, including to cooperate in claiming priority and/or meeting first filing requirements as applicable, all without additional consideration.
Maintenance and Prosecution of Patents a. Seller may elect not to prosecute or maintain a patent within the Category II Assets if it reasonably concludes that such patent has no significant value to Seller within the field of CEDUI. In that event, it will so notify Purchaser. Purchaser will, within ninety (90) days of receipt of such notice, notify Seller whether it wishes to acquire the patent from Seller. During this ninety (90) day period, Seller will take any action necessary to continue to prosecute or maintain the patent. Purchaser will reimburse Seller for its out-of-pocket costs incurred in such actions. Upon notice by Purchaser that it wishes to acquire the patent from Seller, Seller will assign the patent to Purchaser, transfer any files or other documents relating to the patent to Purchaser, and Purchaser will thereafter be solely responsible for prosecution or maintenance of the Patent, including all costs associated therewith. Seller agrees to execute any additional documents necessary to perfect Purchaser's rights to the patent. Purchaser agrees that, upon transfer of the patent to Purchaser, it will not assert any claim related to such paten against Seller. If no notice is received by Seller within the ninety (90) period, Seller will abandon the patent.
b. Purchaser may elect not to prosecute or maintain a patent within the Category III Assets if it reasonably concludes that such patent has no significant value to Purchaser outside the field of CEDUI. In that event, it will so notify Seller. Seller will, within ninety (90) days of receipt of such notice, notify Purchaser whether wishes to acquire the patent from Purchaser. During this ninety (90) day period, Purchaser will take any action necessary to continue to prosecute or maintain the patent. Seller will reimburse Purchaser for its out-of-pocket costs incurred in such actions. Upon notice by Seller that it wishes to acquire the patent from Purchaser, Purchaser will assign the patent to Seller, transfer any files or other documents relating to the patent to Seller, and Seller will thereafter be solely responsible for prosecution or maintenance of the Patent, including all costs associate therewith. Purchaser agrees to execute any additional documents necessary to perfect Seller's rights to the patent. Seller agrees that, upon transfer of the patent to Seller, it will not assert any claim related to such patent against Purchaser. If no notice is received by Purchaser within the ninety (90) period, Purchaser will abandon the pat...
Maintenance and Prosecution of Patents. As between the Parties, with respect to Denali Patents, Takeda Patents, ATV Platform Patents, Product Patents and Joint Program Patents:
Maintenance and Prosecution of Patents. 10.2.1. Patent Prosecution and Maintenance of AstraZeneca Patents and [***] Patents. Subject to Section 10.2.2, AstraZeneca, through patent attorneys or agents of its choice and at its sole cost and expense, shall have the first right, but not the obligation, to maintain in the Territory the AstraZeneca Patents. AstraZeneca shall not abandon any application for any AstraZeneca U.S. Patents or permit any Patent issuing therefrom to lapse without first notifying Impax and permitting Impax to continue the prosecution of such applications or pay any required fees in the name of AstraZeneca, at Impax’ sole cost and expense and through patent attorneys or agents reasonably acceptable to AstraZeneca. Impax shall not become an assignee of any application for any AstraZeneca U.S. Patents as a result of its continuing the prosecution of an application for such Patent or paying any fees according to this Section 10.2.1. If AstraZeneca receives notice [***], and AstraZeneca has the right to [***] and AstraZeneca [***], then AstraZeneca will so notify Impax and, upon Impax’ request and at Impax’ expense, AstraZeneca will [***] in a manner consistent with, and subject to, the terms and conditions of, the [***].
Maintenance and Prosecution of Patents. (a) BII shall be responsible for the prosecution, maintenance, renewal, extension and defense of all BII Patent Rights. BII shall bear all costs and expenses related to such BII Patent Rights. If BII intends to abandon any BII Patent Right that is listed on Annex 2, BII shall inform Inspire in writing and Inspire shall have the right to take over such BII Patent Right at its own name and cost. In the event that such a BII Patent Right is rejected by a Patent Office, BII will timely inform Inspire of such rejection and further steps to be taken by BII.
(b) Inspire shall be responsible for the prosecution, maintenance, renewal, extension and defense of all Inspire Patent Rights. Inspire shall bear all costs and expenses related to such Inspire Patent Rights. If Inspire intends to abandon any Inspire Patent Rights, Inspire shall inform BII in writing and BII shall have the right to take over such Inspire Patent Right at its own name and cost. In case an Inspire Patent Right is rejected by a Patent Office, Inspire will timely inform BII of such rejection and further steps to be taken by Inspire.
Maintenance and Prosecution of Patents. 8.2.1 F-star Patent Prosecution and Maintenance. F-star shall have the right, but not the obligation, to prepare, file, prosecute, and maintain the F-star Patents and Platform Patents worldwide, at F-star’s sole cost and expense.
Maintenance and Prosecution of Patents. 7.2.1 Patent Prosecution and Maintenance of Harpoon Patents and Joint Patents.
(a) Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon’s sole cost and expense. Where a Harpoon Patent or Joint Patent [***]. Harpoon shall [***] with regard to the preparation, filing, prosecution, and maintenance of such Harpoon Patents or Joint Patents, including by providing AbbVie with a copy of material communications to and from any patent authority in the Territory regarding such Harpoon Patents or Joint Patents, and by providing AbbVie drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for AbbVie to review and comment thereon. Harpoon shall consider in good faith the requests and suggestions of AbbVie with respect to such drafts and with respect to strategies for filing and prosecuting such Harpoon Patents or Joint Patents in the Territory. Notwithstanding the foregoing, Harpoon shall promptly inform AbbVie of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any interference, opposition, or re-examination relating to a Harpoon Patent or Joint Patent in the Territory. The Parties shall thereafter consult and cooperate to determine a course of action with respect to any such proceeding in the Territory and Harpoon shall consider in good faith all comments, requests and suggestions provided by AbbVie. [***] If Harpoon decides not to prepare, file, prosecute, or maintain a Harpoon Patent or Joint Patent in a country or other jurisdiction in the Territory, Harpoon shall provide reasonable prior written notice to AbbVie of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Harpoon Patent or Joint Patent in such country or other jurisdiction), AbbVie shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent at its expense in such country or other jurisdiction. Upon AbbVie’s written acceptance of such option, AbbVie shall assume the responsibili...
Maintenance and Prosecution of Patents a. Seller may elect not to prosecute or maintain a patent within the Category II Assets if it reasonably concludes that such patent has no significant value to Seller within the field of CEDUI. In that event, it will so notify Purchaser. Purchaser will, within ninety (90) days of receipt of such notice, notify Seller whether it wishes to acquire the patent from Seller. During this ninety (90) day period, Seller will take any action necessary to continue to prosecute or maintain the patent. Purchaser will reimburse Seller for its out-of-pocket costs incurred in such actions. Upon notice by Purchaser that it wishes to acquire the patent from Seller, Seller will assign the patent to Purchaser, transfer any files or other documents relating to the patent to Purchaser, and Purchaser will thereafter be solely responsible for prosecution or maintenance of the Patent, including all costs associated therewith. Seller agrees to execute any additional documents necessary to perfect Purchaser's rights to the patent. Purchaser agrees that,
Maintenance and Prosecution of Patents. Omeros shall have the sole right, but not the obligation, directly or through an Affiliate or Third Party designee, to prepare, file, prosecute and maintain the Licensed Patents worldwide, including with respect to any related interference, re-issuance, re-examination and opposition proceedings, which activities shall be at Omeros’ cost and expense and using counsel of its own choice. JCB shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain the JCB Patents worldwide, including with respect to any related interference, re-issuance, re-examination and opposition proceedings, at its sole cost and expense and using counsel of its own choice. The Party prosecuting any Licensed Patent or JCB Patent, as applicable, pursuant to this Section 5.2 shall periodically inform the non-prosecuting Party of all material steps with regard to the preparation, filing, prosecution and maintenance of such Patent in the Territory. The non-prosecuting Party shall reasonably cooperate with the prosecuting Party in the preparation, filing, prosecution and maintenance of the applicable Patent(s) in accordance with this Section 5.2; provided that the prosecuting Party shall reimburse the non-prosecuting Party for its reasonable out-of-pocket costs and expenses incurred in providing such cooperation.
Maintenance and Prosecution of Patents. 8.2.1. In General.
(i) As between the Parties:
1. Insmed shall through counsel mutually acceptable to each Party, have the right, but not the obligation, to prepare, file, prosecute and maintain AstraZeneca Patents and Joint Patents that are necessary for the Exploitation of the of Licensed Compounds or Licensed Products, including any related interference, re-issuance and re-examination proceedings with respect thereto, in the Territory, in each case, the cost and expense of which shall be borne by Insmed. If Insmed identifies patentable inventions necessary for the Exploitation of the Licensed Compounds or Licensed Products within the AstraZeneca Know-How in the course of reviewing the AstraZeneca Know-How, the rights under this Section 8.2.1 include the right for Insmed to file, prosecute and maintain new patent applications in the name of AstraZeneca claiming or covering such patentable inventions at Insmed’s cost and expense;
2. AstraZeneca shall, through counsel mutually acceptable to each Party, have the right, but not the obligation, to prepare, file, prosecute and maintain AstraZeneca Patents and Joint Patents that are reasonably useful (but not necessary) for the Exploitation of Licensed Compounds or Licensed Products, including any related interference, re-issuance and re-examination proceedings with respect thereto, in the Territory, in each case, the cost and expense of which shall be borne by AstraZeneca. If Insmed identifies patentable inventions reasonably useful (but not necessary) for the Exploitation of the of Licensed Compounds or Licensed Products within the AstraZeneca Know-How in the course of reviewing the AstraZeneca Know-How, the rights under this Section 8.2.1 include the right of AstraZeneca to file, prosecute and maintain new patent applications in the name of AstraZeneca claiming or covering such patentable inventions at AstraZeneca’s cost and expense; and
3. Insmed shall have the right, but not the obligation, to prepare, file, prosecute and maintain the Insmed Patents, including any related interference, re-issuance, re-examination and opposition proceedings with respect thereto, worldwide, in each case, at its sole cost and expense and through counsel of its choice.
(ii) For purposes of this Section 8.2, the Party prosecuting, maintaining or undertaking other related activities pursuant to this Agreement with respect to a Patent shall be the “Prosecuting Party.” The Prosecuting Party shall periodically inform the other Part...
