Patent Prosecution; Enforcement and Defense. Pfizer shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Pfizer’s name and at Pfizer’s own costs and expense. Pfizer will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If Licensee becomes aware of a possible infringement of the Patents by a Third Party in any country, Licensee will notify Pfizer, through MPP, immediately. The decision on whether any legal action is necessary or appropriate shall be made solely by Pfizer in its sole discretion. In the event that Pfizer institutes an action at its expense against alleged Third Party infringers with respect to Compound, Product or any Licensed Product, or takes action to defend the Patents, Licensee agrees to cooperate in good faith with Pfizer in such action, upon the request of Pfizer and Pfizer shall reimburse Licensee for the reasonable out-of-pocket costs incurred by Licensee in providing such cooperation. Any recovery obtained by Pfizer as a result of such a proceeding or other action shall he retained by Pfizer.
Patent Prosecution; Enforcement and Defense. (a) The Seller shall, at the Seller’s expense take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary to diligently preserve and maintain the applicable Intellectual Property Rights, including payment of maintenance fees or annuities. In connection with any actions or decisions by the Seller not to act in respect of matters contemplated by the foregoing sentence, the Seller shall provide advance written notice of all such actions or decisions not to act in order to consult with the Purchasers, and the Seller shall, in good faith, give due consideration to any reasonable suggestions of, the Purchasers.
(b) The Seller shall, at the Seller’s expense, (A) diligently defend and enforce the applicable Intellectual Property Rights against infringement or interference by any other Person, and against any claims of invalidity or unenforceability, in any jurisdiction (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of any other Person for declaratory judgment of non-infringement or non-interference) and (B) when available and material in respect of any applicable Covered Product, use diligent efforts to obtain or cause to be obtained, as applicable: (i) patents and any corrections, substitutions, reissues and reexaminations thereof and patent term extensions and any other forms of patent term restoration and (ii) any other applicable forms of intellectual property protection. In connection with the Seller’s actions or decisions not to act in respect of matters contemplated by the foregoing sentence, the Seller shall provide advance written notice of all such actions or decisions not to act in order to consult with the Purchasers, if applicable, and, if applicable, allow the Purchasers sufficient time to issue instructions. The Seller shall promptly (but in any event within five Business Days) provide to the Purchasers a copy of any written notice or other documentation received or filed in connection with, or otherwise relating to, any such legal action, suit or other proceeding.
(c) To the extent the Seller enters into any license agreements with respect to the Covered Products, the Seller shall, except to the extent prohibited by obligations of confidentiality contained in such license agreements, promptly (but in any event within five Business Days) after receipt thereof, provide to the Purchasers a copy of all su...
Patent Prosecution; Enforcement and Defense. Shionogi shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Shionogi's name and at Shionogi's own costs and expense. Shionogi will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If Licensee becomes aware of a possible infringement of the Patents by a Third Party in any country, Licensee will notify Shionogi, through MPP, immediately. The decision on whether any legal action is necessary or appropriate shall be made solely by Shionogi in its sole discretion. In the event that Shionogi institutes an action at its expense against alleged Third Party infringers with respect to Compound or any Licensed Product, or takes action to defend the Patents, Licensee agrees to cooperate in good faith with Shionogi in such action, upon the request of Shionogi and Shionogi shall reimburse Licensee for the reasonable out-of-pocket costs incurred by Licensee in providing such cooperation. Any recovery obtained by Shionogi as a result of such a proceeding or other action shall he retained by Shionogi.
Patent Prosecution; Enforcement and Defense. Pfizer shall have the sole right (but not the obligation) to file, prosecute and maintain the Patents in the Territory in Pfizer’s name and at Xxxxxx’s own cost and expense. Pfizer will have the sole right (but not the obligation), at its own expense, to control enforcement and defense of the Patents and Licensed Know-How against any Third Party infringement or action, as applicable. If MPP becomes aware of a possible infringement of the Patents by a Third Party in any country, MPP will notify Pfizer immediately so that Pfizer may decide, in its sole discretion, whether any action is necessary. For the avoidance of doubt, MPP shall ensure that each Sublicensee is aware of, and abides by, the notification requirements of this Section 2.10. In the event that Pfizer institutes an action at its expense against alleged Third Party infringers with respect to the Compound, Product or any Licensed Product, or takes action to defend the Patents, MPP agrees to cooperate in good faith with Pfizer in such action, upon the request of Pfizer and at a reasonable cost to be borne by Pfizer. Any recovery obtained by Pfizer as a result of such a proceeding or other action shall be retained by Pfizer.
Patent Prosecution; Enforcement and Defense
