Onconova Patents Other than Joint Patents Clause Samples
The "Onconova Patents Other than Joint Patents" clause defines the rights and obligations related to patents owned solely by Onconova, excluding those developed jointly with another party. This clause typically outlines how these patents are managed, licensed, or used within the context of the agreement, specifying that they remain the exclusive property of Onconova and detailing any limitations or permissions for the other party's use. Its core function is to clearly distinguish Onconova's independent intellectual property from jointly created inventions, thereby preventing disputes over ownership and use.
Onconova Patents Other than Joint Patents. Onconova shall have the first right and authority to file, prosecute, and maintain Onconova Patents other than Joint Patents on a worldwide basis at its sole discretion (subject to this Section 7.4(i)). The Parties shall ** all costs of such filing, prosecution and maintenance in the Licensed Territory; otherwise, ** shall bear all expenses of such activities. Onconova shall provide SymBio opportunity to review and comment on any and all prosecution efforts, but in no case less than **, if reasonably practicable, prior to any filing deadlines, regarding the Onconova Patents within the Licensed Territory, provided that Onconova shall have final control over such prosecution efforts after reasonably considering SymBio’s comments, if any. Onconova shall provide SymBio with a copy of material communications from patent authorities in the Licensed Territory regarding the Onconova Patents, and shall provide drafts of any material filings or responses to be made to such Patent authorities in a timely manner. Notwithstanding the foregoing, if Onconova determines in its sole discretion to abandon or not maintain in the Licensed Territory any Onconova Patent other than a Joint Patent, Onconova shall provide SymBio with ** prior written notice of such determination and, if SymBio so requests, shall provide SymBio with the opportunity to prosecute and maintain such Onconova Patent in the Licensed Territory in the name of Onconova. Thereafter, the Parties shall ** all expenses of filing, prosecuting and maintaining such Onconova Patent in the Licensed Territory. SymBio acknowledges that certain of the Onconova Patents are subject to the rights of Onconova’s licensors pursuant to the Upstream Agreements. Notwithstanding the provisions of this Section 7.4(i), SymBio agrees that the rights of such licensors are precedent to Onconova’s obligations, and SymBio’s rights under this Section 7.4(i), and Onconova compliance with the terms of the Upstream Agreements, shall not if contrary to the terms of this Section 7.4(i) constitute a breach hereof, including without limitation with respect to the ** review period described above; provided, however, that Onconova shall notify Onconova’s licensors pursuant to the Upstream Agreements of its desire to abandon or not maintain any Onconova Patent in the Licensed Territory only after (a) Onconova first provides to SymBio ** prior written notice of such intent as provided in the preceding paragraph and (b) SymBio elects not to prosecu...