Maintenance of Purchased IP. Buyer shall have the right and obligation to maintain and diligently prosecute the Purchased IP at Buyer’s expense, except with respect to any Purchased IP Buyer plans to abandon and notifies Novartis of such plans. Novartis shall have a right to assume responsibility for any Purchased IP that Buyer plans to abandon or otherwise cause or allow to be forfeited. Buyer shall give Novartis reasonable written notice and in any event no less than [***] days prior to abandonment or other forfeiture of any patent or patent application within the Purchased IP so as to permit Novartis to exercise its rights under this Section 3.3, at its own expense. In the event Novartis exercises such right, Novartis hereby grants to Buyer an irrevocable, transferable, royalty-free, fully paid, non-cancellable, non-exclusive world-wide right and license, with the right to sublicense, under such Purchased IP to use in connection with the Development, Manufacture, and Commercialization of the Compound or any Product.
Maintenance of Purchased IP. Buyer shall have the right and obligation to maintain and diligently prosecute the Purchased IP at Buyer’s expense, except with respect to any Purchased IP Buyer plans to abandon and notifies Seller of such plans. Seller shall have a right to assume responsibility for any Purchased IP that Buyer plans to abandon or otherwise cause or allow to be forfeited. Buyer shall give Seller reasonable written notice prior to abandonment or other forfeiture of any patent or patent application within the Purchased IP so as to permit Seller to exercise its rights under this Section, at its own expense.
Maintenance of Purchased IP. The Debtor and IP Holdco shall, in connection with patents, pending patent applications, trademarks and pending trademark applications that are included within the Pledged Collateral, the absence of which would have a material adverse effect on the business of the Debtor: (i) prosecute before the U.S. Patent and Trademark Office and foreign patent and trademark offices such pending patent and trademark applications; (ii) pay maintenance and annuity fees due for such patents, pending patent applications, trademarks and pending trademark applications; and (iii) to appear in and defend any action or proceeding that may affect the title to or the Secured Party’s interest in any patent, patent application, trademark or trademark application. In the event the Debtor or IP Holdco does not believe it is required to prosecute or maintain or defend such an action or proceeding relating to a patent, patent application, trademark or trademark application included within the Pledged Collateral, the Debtor shall provide Secured Party with reasonable advanced notice, in no event less than sixty (60) days, prior to the abandonment or lapse of such application, patent or trademark or within sixty (60) days of receiving notice of such an action or proceeding, and Secured Party shall have the right, exercisable at its expense and upon written notice, to take such action so the patent, trademark or application does not lapse or become abandoned, defend such action or proceeding and to require IP Holdco and the Debtor to take any and all actions required to immediately assign any and all right, title and interest in such application, patent or trademark to Secured Party.
