Novartis Fallback Right Sample Clauses

Novartis Fallback Right. If at any time on and after the License Effective Date, XxxXxxx decides not to Prosecute or Maintain a BeiGene Trademark in any country in the Novartis Territory or intends to allow such BeiGene Trademark in the Novartis Territory to lapse or become abandoned without having first filed a substitute, (i) it will notify and consult with Novartis of such decision or intention at least […***…] prior to the date upon which the subject matter of such BeiGene Trademark will lapse or become abandoned, and Novartis will thereupon have the right, but not the obligation, to assume the Prosecution and Maintenance thereof at Novartis’s sole cost and expense (each, an “Novartis Assumed Trademark”), through trademark counsel of its choice, (ii) BeiGene shall take all actions reasonably necessary to assign and transfer ownership of such Novartis Assumed Trademark to Novartis, and (iii) such Novartis Assumed Trademark will no longer deemed to be part of the licenses granted to BeiGene pursuant to this Agreement. To the extent that Novartis assumes such responsibility, BeiGene shall promptly deliver to Novartis copies of all necessary files related to any BeiGene Trademark with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Novartis to assume such activities, at Novartis’s request and otherwise provide such cooperation and assistance as Novartis may request following such transfer in connection with Novartis’ Prosecution and Maintenance of such Novartis Assumed Trademark.

Novartis Fallback Right. If at any time on and after the License Effective Date BeiGene decides not to Prosecute or Maintain a BeiGene Patent in any country in the Novartis Territory or intends to allow such BeiGene Patent in the Novartis Territory to lapse or become abandoned without having first filed a substitute, it will notify and consult with Novartis of such decision or intention at least […***…] prior to the date upon which the subject matter of such BeiGene Patent will become unpatentable or will lapse or become abandoned, and Novartis will thereupon have the right, but not the obligation, to assume the Prosecution and Maintenance thereof at Novartis’s sole cost and expense (each, an “Novartis Assumed Patent”), through patent counsel or agents of its choice, and such Novartis Assumed Patent will no longer deemed to be part of the licenses granted to BeiGene pursuant to this Agreement. To the extent that Novartis assumes such responsibility, BeiGene shall promptly deliver to Novartis copies of all necessary files related to any BeiGene Patents with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Novartis to assume such activities, at Novartis’s request.