Patent Prosecution and Maintenance of Pfizer Licensed Patent Rights Sample Clauses

Patent Prosecution and Maintenance of Pfizer Licensed Patent Rights. Subject to Pfizer’s rights set forth in Section 7.2.3 below, and immediately upon Pfizer’s transfer of the documentation related to the Licensed Patent Rights in accordance with Schedule 3, Licensee will be responsible for filing, prosecuting (including in connection with any reexaminations, oppositions and the like), maintaining, and enforcing the Licensed Patent Rights in the Territory, in Pfizer’s name at Licensee’s own cost and expense using [***] as lead patent counsel and [***] annuity service provider to prepare, file, prosecute and maintain the Licensed Patent Rights. Licensee will select additional qualified patent counsel and foreign agents as necessary, in each case reasonably acceptable to Pfizer, such acceptance not to be unreasonably withheld, conditioned or delayed. During the Term, Licensee will provide notice of any substitution of such counsel, foreign agents or annuity service within [***] after such substitution. Before each submission with respect to a Pfizer Licensed Patent Right is filed, Licensee will provide Pfizer a reasonable opportunity to review and comment on proposed submissions to any patent office and reasonably consider any comments provided by Pfizer to Licensee. Licensee will keep Pfizer reasonably informed of the status of the Licensed Patent Rights by timely providing Pfizer copies of significant communications relating to such Licensed Patent Rights that are received from any patent office or patent counsel of record or foreign associate. Without limiting the foregoing, Licensee may prepare, file, prosecute and maintain Patent Rights that claim or cover Licensed Know-How and to the extent any such Patent Rights claim or cover joint inventions of the Parties, notwithstanding anything herein to the contrary, (a) Pfizer’s interest in the same shall be included in Licensed Patent Rights, (b) each Party shall have an undivided one‑half interest in and to such Patent Rights, (c) each Party may exercise its ownership rights in and to such Patent Rights, including the right to license and sublicense or otherwise to exploit, transfer, or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to the licenses hereunder. At the reasonable written request of a Party, the other Party will in writing grant such consents and confirm that no such accounting is required to effect the foregoing regarding such joint Patent Rights.