Outside the Field. 4DMT shall retain any and all rights to initiate a lawsuit or take other reasonable action to enforce the Joint Patent Rights against any infringement outside the Field. uniQure shall cooperate in the prosecution of any such suit as may be reasonably requested by 4DMT, including joining any action as party-plaintiff at 4DMT’s sole discretion; provided that 4DMT shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by uniQure in connection with such cooperation.
Outside the Field. For Patents which include claims related to uses outside the Field, Altair shall direct and control the preparation, filing, prosecution and maintenance of all such Patents in the Territory. Altair shall, in its sole discretion and expense, select outside patent counsel to carry out such activities. To the extent the patents or applications relate to any uses within the Field, Altair shall consult with Spectrum and with the JDC with regard to the preparation, filing, prosecution and/or maintenance of the Patents and the scope of claims contained therein. Notwithstanding the preceding sentence, however, Altair shall in all events have final decision-making authority with respect to the preparation, filing, prosecution and/or maintenance of such Patents and the scope of claims contained therein. Spectrum shall cooperate fully with Altair, at Altair's request, in all matters relating to the preparation, filing, prosecution and/or maintenance of the Patents, including without limitation, signing any necessary or appropriate documents, providing written and testimonial evidence, and doing such other acts as Altair may reasonably require. In the event Altair elects to discontinue or abandon the prosecution and/or maintenance of any such Patents, Altair shall give Spectrum at least sixty (60) days' prior written notice of its election to discontinue or abandon any such Patent during which time Spectrum may elect, in its sole discretion, to continue and maintain such Patent at its sole cost and expense by delivery of written notice to Altair. If Spectrum does not notify Altair in writing during such sixty (60) day period that it is exercising such rights, the Patent shall be deemed abandoned and neither Altair nor Spectrum shall have any further responsibility for any such abandoned Patent.
Outside the Field. Subject to the terms and conditions of this Agreement, Monsanto hereby grants to Landec a non-exclusive license for all rights to use, develop, make, have made, market, distribute, sell, offer for sale, import, export and otherwise exploit the Monsanto Improvements outside the Field in the Territory. Landec will pay a reasonable royalty, as mutually agreed, to Monsanto on net sales of products for use solely outside the Field, which are covered by the Monsanto Improvements.
Outside the Field. Neither LICENSEE nor any of its Affiliates or sublicensees shall be entitled to develop, have developed, register, have registered, make, have made, use, have used, sell, offer for sale, have sold, import or have imported Compound or Product outside the Field in the LICENSEE Territory. MPC and its respective Affiliates and sublicensees shall be free to develop, have developed, register, have registered, make, have made, use, have used, sell, offer for sale, have sold, import and have imported Compound and Product for use outside the Field in the LICENSEE Territory; provided, however, that such Compound and/or Product must be formulated in a dosage and administration form that does not lead to systemic absorption.
2.6.1 For each individual Compound, MPC will grant to LICENSEE exclusivity for evaluation of its interest for outside the Field applications of such Compound in the LICENSEE Territory for a period of time until the later to occur of (a) the second anniversary of the Effective Date or (b) the six month anniversary of the completion by LICENSEE of the Phase II(a) Studies with such Compound (the “Grace Period”). For the avoidance of doubt, such initial exclusivity will apply to each Compound taken individually. LICENSEE will keep MPC informed about its progress of the evaluation.
2.6.2 During the Grace Period, MPC will be free to engage Third Parties in discussions regarding use of such Compound outside the Field and/or to plan and conduct research, including clinical research, in the MPC Territory only; provided that in no event during the Grace Period shall MPC be entitled to enter into a license, collaboration or similar agreement with a Third Party for such Compound. No later than thirty (30) days before the end of the Grace Period, MPC will disclose to LICENSEE the results of research and/or licensing activities conducted during the Grace Period, if any such activities were conducted. The Grace Period will continue until thirty (30) days after such disclosure has been made by MPC.
2.6.3 For each individual Compound, LICENSEE will be granted a second period of exclusivity as follows when an Outside the Field Event occurs (“Second Exclusivity Period”). Upon the occurrence of an Outside the Field Event, MPC shall immediately notify LICENSEE of such event. An “Outside the Field Event” is one of the following:
Outside the Field. In consideration of the payments to be made by Schering to ViroPharma hereunder, during the Option Period and (if Schering exercises the Option) the Negotiation Period, except for licenses to Third Parties contracted to perform services, ViroPharma shall not directly or indirectly, without the prior written consent of Schering, enter into discussions or negotiations with a Third Party involving the exchange of proposed deal terms for a possible license, collaboration, joint venture, partnership or other business relationship with regard to the development and/or commercialization of the Compound, Products, Patent Rights and Know-How outside the Field, in the Territory.
Outside the Field. Xxxxxxx shall have the sole right, but not the obligation, to take action against others in the courts, administrative agencies or otherwise, at Xxxxxxx’s cost and expense and by counsel of its own choice, with respect to any Infringement outside the Field. All damages or other compensation of any kind recovered in such action or from any settlement or compromise shall belong solely to Deverra.
Outside the Field. Except pursuant to the Confidential Dispute Resolution Process as expressly set forth in the ADR Process Agreement, during the Standstill Period Outside the Field Medtronic and its Affiliates hereby covenant not to (and not to cause, consent to or materially assist any Third Party to) Assert any Claim against NuVasive or any of its Affiliates for Patent infringement outside the Field. The Standstill granted by Medtronic and its Affiliates outside the Field will also extend to Suppliers and Customers with respect to products of NuVasive and its Affiliates outside the Field and the use thereof.
Outside the Field. CARDIO hereby grants to PHAGE a non-revocable, royalty free, exclusive right within the Territory to the Patent Rights in all other fields outside of the Field, including the right to sublicense to third parties outside of the Field. The license is royalty free as agreed between the parties in exchange for PHAGE’s grant to CARDIO of a fifty percent (50%) ownership interest in the Jointly Owned Patents.
Outside the Field. Licensee shall have the right to grant sublicenses under the licenses granted to Licensee under this Agreement outside of the Field without Licensor’s prior written consent. For the sake of clarity, the product category denominated on the Brand Perimeter Map as refrigerated dough shall, for purposes of this Section 2.4 be deemed to be outside the Field.
Outside the Field. GSK acknowledges and agrees that EXEL is engaged generally in the elucidation of biological pathways in model systems, that biological systems are by their nature redundant, and that, therefore, different pathways may contain the same human molecular target. For example, and without limitation, EXEL has been, and may be in the future, engaged by a Third Party to identify targets in a research field or disease area other than the Field (an “Other Field”). Such research may result in the identification of human molecular targets that are the same as Existing Targets or Collaboration Targets, and in the case where such identification arises under a Future Third Party Collaboration during [ * ], EXEL shall [ * ].
