Outside Territory. Except as expressly set forth in the US Collaboration Agreement with respect to Franchise Product 1, Amgen shall have the sole right, but not the obligation, to enforce its patent rights, trademark rights and other intellectual properties, and the Joint Patents outside the Territory against any actual, alleged or threatened infringement or misappropriation by Third Parties outside the Territory, and to settle any such matters in its sole discretion subject to Section 10.3 (Defense and Settlement of Third Party Claims). Except as expressly set forth in the US Collaboration Agreement with respect to Franchise Product 1, Novartis shall have no right to enforce such rights outside the Territory.”
2.45 The last sentence of Section 10.6 of the Agreement is hereby deleted in its entirety and replaced with the following: “Amgen shall have the sole right to retain (i) any and all Recoveries from actions brought by Amgen with respect to Territory Patents and Trademarks related to Franchise Product 3 prior to the Option Exercise Date, (ii) any and all recoveries with respect to the enforcement of any Amgen intellectual property or proprietary right or Joint Patents, except as expressly set forth in the US Collaboration Agreement with respect to Franchise Product 1, outside the Territory, (iii) any and all Recoveries with respect to enforcement of Licensed Amgen Patents to the extent not specifically related to a Licensed Product and (iv) any and all Recoveries from actions brought by Amgen after termination of this Agreement.”
2.46 The second sentence of Section 11.1 of the Agreement is hereby deleted in its entirety and replaced with the following: “Novartis shall have no right to and shall not utilize any Confidential Information of Amgen for activities outside the Territory except as required under the applicable Development Plan or as expressly permitted under the US Collaboration Agreement.”
2.47 The last sentence of Section 11.2 of the Agreement is hereby deleted in its entirety and replaced with the following: “For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is not shared with any of its or its Affiliates’ personnel (whether employees, consultants, Third Party contractors or otherwise and whether or not located within the Territory): (i) [*]; and (ii) [*].”
2.48 Section 11.6.1 of the Agreement is hereby deleted in its entirety and replaced with the following: “presen...
Outside Territory. For avoidance of doubt, Bridgetech shall have no rights to make, use or sell Subject Products outside the Territory, or to sell Subject Products for others to sell or use outside the Territory.
Outside Territory. The Distributor shall refrain from seeking customers, establishing any branch and/or maintaining any distribution depot regarding the Finished Products outside the
Outside Territory. Amgen shall control and be solely responsible for all Patent and Trademark Matters with respect to its patent rights, trademark rights and other intellectual property outside the Territory, at its sole cost and expense. Amgen shall control and be solely responsible for Patent and Trademark Matters with respect to Joint Patents outside the Territory, at its sole cost and expense. Notwithstanding the other provisions of this Section 10.2.2 (Outside Territory), without the prior written consent of Novartis, Amgen shall not take any action (or fail to take any action) with respect to such intellectual property or Joint Patents [***] that would reasonably be expected to [***] the Licensed Amgen Patents or the research, Development, conduct of Medical Affairs Activities with respect to, use or Commercialization of Licensed Products [***].”
2.22 The first sentence of Section 10.3.2 of the Agreement is hereby deleted in its entirety and replaced with the following: “From and after the Effective Date, with respect to Licensed Amgen Patents, Licensed Amgen Trademarks and Joint Patents, in each case outside the Territory, (collectively, the “Ex-Territory Patents and Trademarks”) specific to Franchise Product 1 and Franchise Product 2, and from and after the Option Exercise Date, with respect to Ex-Territory Patents and Trademarks specific to Franchise Product 3, if a Third Party asserts that a patent right or other right owned by it is infringed by the manufacture, use, offer for sale, sale, or importation of the Licensed Product outside the Territory, by Amgen, Amgen shall have the sole right to defend against any such assertions at its sole cost.”
Outside Territory. Zai shall be responsible for the [***], and, as between the Parties, MacroGenics shall be responsible for all [***] other than the [***] (the “[***]”).
Outside Territory. I-MAB shall be responsible for the I-MAB Outside Cost Share, and, as between the Parties, MacroGenics shall be responsible for all Outside Development Costs other than the I-MAB Outside Cost Share (the “MacroGenics Outside Cost Share”).
Outside Territory. Amgen shall control and be solely responsible for the preparation, filing (including filing for correction of claims or specifications), prosecution, maintenance, defense (including responses to patent office communications, any office actions, oppositions, interferences and challenges (whether before a patent authority or judicial body) related thereto) and all other actions with respect to its patent rights, trademark rights and other intellectual property outside the Territory, at its sole cost and expense. Amgen shall control and be solely responsible for the preparation, filing (including filing for correction of claims or specifications), prosecution, maintenance, defense (including responses to patent office communications, any office actions, oppositions, interferences and challenges (whether before a patent authority or judicial body) related thereto) and all other actions with respect to [*].
Outside Territory. Amgen shall control and be solely responsible for all Patent and Trademark Matters with respect to its patent rights, trademark rights and other intellectual property outside the Territory, at its sole cost and expense. Amgen shall control and be solely responsible for Patent and Trademark Matters with respect to Joint Patents outside the Territory, at its sole cost and expense. Notwithstanding the other provisions of this Section 10.2.2 (Outside Territory), without the prior written consent of Novartis, Amgen shall not take any action (or fail to take any action) with respect to such intellectual property or Joint Patents [*] that would reasonably be expected to [*] the Licensed Amgen Patents or the research, Development, conduct of Medical Affairs Activities with respect to, use or Commercialization of Licensed Products [*].
Outside Territory. Amgen shall have the sole right, but not the obligation, to enforce its patent rights, trademark rights and other intellectual properties, and the Joint Patents outside the Territory against any actual, alleged or threatened infringement or misappropriation by Third Parties outside the Territory, and to settle any such matters in its sole discretion subject to Section 10.3 (Defense and Settlement of Third Party Claims). Novartis shall have no right to enforce such rights outside the Territory.
Outside Territory. Distributor and Sub-distributor shall not sell, offer for sale, advertise, promote, distribute, ship, transport, or otherwise transfer or assist in the foregoing of Products outside the Territory, or to persons or entities Distributor or Sub-distributor knew or should have known would result in Product being outside such Territory and did result in Product being outside such Territory. Distributor shall immediately notify Supplier if Distributor becomes aware of any actual or potential breach of this Section by Distributor, Sub-distributor, or their respective employees, agents, or customers; cooperate with Supplier to avoid, limit, or remedy any actual or potential breach; and, to the extent possible, reverse transaction in breach of this Section.
