Common use of Patent Abandonment Clause in Contracts

Patent Abandonment. Prior to ACADIA abandoning any patent or patent application owned by ACADIA that is related to the Compound and/or any Invention or Proprietary Right (including abandonment for failure to pay any required fees), other than in the ordinary course of patent prosecution, ACADIA shall promptly notify SMRI in writing of such pending abandonment, whereupon SMRI shall have the right and opportunity, upon written notice to ACADIA provided within thirty (30) days after such notice from ACADIA, to take title to the applicable patent and/or patent application and to maintain the issued patent or continue the prosecution of the patent application at SMRI’s own expense; provided, however, that, at such time as when SMRI first exercises its rights under this Section 6.3 with respect to any patent or patent application, upon the request of ACADIA, SMRI shall grant to ACADIA (a) a non-exclusive, irrevocable, royalty-free, non-sublicensable and non-transferable (except as permitted by Section 12.7) right to use such patent and/or patent application for ACADIA’s own, internal, non-commercial uses, or (b) subject to SMRI’s right to use the patent and/or patent application (and/or any invention(s) claimed in such patent and/or patent application) for its own internal research purposes, the first right to negotiate with SMRI, in good faith, the terms of an exclusive license to develop and commercialize any invention(s) claimed in such patent and/or patent application; provided, further, that if SMRI and ACADIA do not enter into a written agreement within ninety (90) days following SMRI’s notice of taking title to the patent and/or patent application, SMRI shall be free to negotiate with, and license the rights to develop and commercialize any invention(s) claimed in such patent and/or patent application to, one or more Third Parties.

Patent Abandonment. Prior MEMORY shall notify SMRI in writing of its intent to ACADIA abandoning abandon any patent or patent application owned by ACADIA MEMORY that is related to the Compound and/or any Development Program Invention or MEMORY Proprietary Right Information (including abandonment for failure to pay any required fees), other than in the ordinary course of patent prosecution, ACADIA shall promptly notify SMRI in writing of such pending abandonment, whereupon SMRI shall have the right and opportunity, upon written notice to ACADIA provided within at least thirty (30) days after prior to effectuating any such notice from ACADIA, abandonment. If SMRI wishes to take title to the applicable patent and/or patent application and to maintain the issued patent or continue the prosecution of the patent application at SMRI’s own expense, then SMRI shall so notify MEMORY in writing within thirty (30) days after its receipt of the notice of intent to abandon from MEMORY. Upon receipt by MEMORY of such notice from SMRI, MEMORY will undertake commercially reasonable efforts to obtain standby rights to the subject patent or patent application in the United States from Xxxxx XX entitling MEMORY to assign such patent or patent application to SMRI as contemplated by this Section 6.3. If MEMORY obtains such rights from Xxxxx XX, then MEMORY shall thereupon assign the subject patent or patent application to SMRI; provided, however, that, at such time as when SMRI first exercises its rights under this Section 6.3 with respect to any patent or patent applicationthat SMRI, upon the request of ACADIAMEMORY, SMRI shall grant to ACADIA MEMORY (a) a non-exclusive, irrevocable, royalty-free, non-sublicensable and non-transferable (except as permitted by Section 12.7) right to use such patent and/or patent application for ACADIAMEMORY’s own, internal, non-commercial uses, or (b) subject to SMRI’s right to use the patent and/or patent application (and/or any invention(s) claimed in such patent and/or patent application) for its own internal research purposes, the first right to negotiate with SMRI, in good faith, the terms of an exclusive license to develop and commercialize any invention(s) claimed in such patent and/or patent application; provided, further, that if SMRI and ACADIA MEMORY do not enter into such a written agreement within ninety (90) days following SMRIMEMORY’s notice assignment of taking title the rights to the subject patent and/or patent applicationapplication to SMRI, then SMRI shall be free to negotiate with, and license the rights to develop and commercialize any invention(s) claimed in such patent and/or patent application to, to one or more Third Parties.

Patent Abandonment. Prior to ACADIA Targacept abandoning any patent or patent application owned by ACADIA in the United States that is related to the Compound and/or any constitutes a Development Program Invention or Proprietary Right (including abandonment for failure to pay any required fees), other than in the ordinary course of patent prosecutionprosecution or related strategy, ACADIA Targacept shall promptly use commercially reasonable efforts to notify SMRI in writing of such pending abandonment, whereupon SMRI shall have the right and opportunity, upon written notice to ACADIA Targacept provided within thirty (30) days after such notice from ACADIATargacept, to take title to the applicable patent and/or or patent application and to maintain the issued patent or continue the prosecution of the patent application at SMRI’s own expense; provided, however, that, : (i) at such time as when SMRI first exercises its rights under this Section 6.3 with respect to any patent or patent application, upon the request of ACADIATargacept, SMRI shall grant be deemed to ACADIA have granted to Targacept (aA) a non-exclusive, irrevocable, royalty-free, non-sublicensable and non-transferable (except as permitted by Section 12.7) right to use practice such patent and/or or patent application for ACADIATargacept’s own, internal, own internal non-commercial uses, or uses and (bB) subject to SMRI’s right to use practice the patent and/or or patent application (and/or and any invention(s) and all Development Program Inventions claimed in such patent and/or or patent application) for its own internal research purposes, the first right to negotiate with SMRI, in good faith, the terms of an exclusive license to develop and commercialize any invention(s) and all Development Program Inventions claimed in such patent and/or or patent application; provided, further, that and (ii) if SMRI and ACADIA Targacept do not enter into a written exclusive license agreement within ninety (90) days following SMRI’s notice of taking to take title to the patent and/or or patent application, SMRI shall be free to negotiate with, and license the rights to develop and commercialize any invention(s) and all Development Program Inventions claimed in such patent and/or or patent application to, one or more Third Parties.