Patent Review Clause Samples
A Patent Review clause establishes the process by which parties evaluate and assess patents relevant to their agreement or collaboration. Typically, this clause outlines procedures for disclosing, examining, and determining the validity or applicability of patents, often involving timelines for review and responsibilities for each party. Its core function is to ensure that all parties are aware of and can address potential patent issues early, thereby minimizing the risk of infringement and clarifying rights and obligations related to intellectual property.
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Patent Review. (a) ▇▇▇▇ shall use commercially reasonable efforts to obtain a review and analysis by ▇▇▇▇’▇ outside patent counsel of the validity and/or enforceability of the Listed Patents for the Products, and Corium’s formulation and technology proposed to be used to manufacture the Products, and recommended measures to avoid infringement of such patents and other patents in the field. If ▇▇▇▇’▇ outside patent counsel is unable to recommend measures to avoid infringement or Corium is unable to make such a change to the Product, as determined by ▇▇▇▇ in ▇▇▇▇’▇ sole discretion, ▇▇▇▇ may terminate this Agreement pursuant to Section 14.2(d) herein.
(b) During the term of this Agreement, each Party shall promptly disclose to the other Party, with respect to a Product, any other patents, patent applications or inventions that may affect the development and commercialization of the Product that come to such Party’s attention. Within ninety (90) days of such disclosure, ▇▇▇▇ shall use commercially reasonable efforts to obtain a review and analysis by ▇▇▇▇’▇ outside Patent counsel of whether the Product as developed and manufactured by Corium, including Corium’s formulation, process and/or API material, would infringe on an issued, non-expired (as of the intended date of launch of the Product) United States patent. If, in such opinion, such Product does read on such a claim or claims, Corium shall propose any non-infringing changes to the Product, including reformulating the Product. If Corium is unable to make such a change to the Product, as determined by ▇▇▇▇ in ▇▇▇▇’▇ sole discretion, ▇▇▇▇ may terminate this Agreement pursuant to Section 14.2(d) herein.
Patent Review. Within 70 days following the date hereof, Parent and its outside patent counsel shall have the right to perform legal due diligence with respect to (a) the validity and enforceability of the Company's and its Subsidiaries' Technology and (b) whether the conduct of the business of the Company and its Subsidiaries may infringe or otherwise conflict with the Technology of any other Person, in each case as Parent shall reasonably deem appropriate (the "Patent Review").
Patent Review. 5G Wireless has received a copy of the application of patent made to the United States Patent and Trademark Office (the "USPTO"), or that will be made to the USPTO subject to the review of a patent attorney selected by 5G Wireless.
Patent Review. Each Contract Quarter during the Discovery Program Term, Millennium shall use reasonable efforts to monitor patent issuances and patent applications of third parties relevant to any QT and shall advise Bayer of the results of such efforts. In addition, when a QT enters the Discovery Pool, Millennium shall provide Bayer with a written report relating to the following: Millennium Patent Rights, agreements between a third party and Millennium or any Millennium Affiliate, and any patents or patent applications of third parties known to Millennium, in each case to the extent that such information is material either to the ability of Bayer to develop Small Molecule Drugs based upon such QT or to Bayer's decision to utilize such QT to develop Small Molecule Drugs.
Patent Review. Sandoz and Athena agree to cooperate to permit Athena and its patent counsel to review any intellectual property protection that might be available for tizanidine prior to and during the period of Athena’s marketing of this compound. Sandoz further agrees to use its good faith efforts to provide Athena license rights within the terms of the marketing agreement for any such protection which in Athena’s judgment has commercial value.
Patent Review. The parties acknowledge that there is a risk that the use, manufacture or sale of Collaboration Products may infringe Third Party patents. The parties agree to proactively review relevant Third Party patents on a periodic basis and discuss any such Third Party patents that represent a material risk of such infringement. Either party may elect at any time to cease developing, manufacturing or distributing any Collaboration Product that it reasonably determines on the advice of counsel poses a substantial risk of infringing a third party patent.
Patent Review. (a) RECOMMENDATIONS QLT shall have the right to review, in respect of all Kinetek Patents related to the Eligible Targets and Compounds directed against the Eligible Targets, all draft patent applications (prior to filing), pending patent applications, patents, other proceedings, communications, reports and observations with respect to all Kinetek Patents, and make recommendations to Kinetek promptly, but no more than 3 weeks after QLT's receipt of the aforesaid information concerning such patents and patent applications and their conduct, including, but not limited to, the jurisdictions in which to seek patent protection, which recommendations shall be incorporated by Kinetek as determined by the JTC.
(b) DISCLOSURE Kinetek shall:
(i) promptly disclose to QLT and keep QLT fully informed of, and/or
(ii) supply QLT in a timely fashion with; the following:
(iii) the complete texts of, and all relevant patent applications filed and/or controlled by Kinetek for, Kinetek Patents, and
(iv) all information received concerning:
(A) the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any Kinetek Patents, and
(B) the course of substantive patent prosecution or other substantive proceedings related to any Kinetek Patents,
(C) including, without limitation, by providing QLT with copies of substantive communications, search reports and Third Party observations submitted to or received from Patent offices.
(c) CONFIDENTIALLY QLT shall hold all information disclosed to it under this section as Confidential Information of Kinetek under Article 9.
Patent Review. Early in the Product specific timeline for each Product, Spectrum will arrange for, manage, and bear all costs for qualified patent counsel ("Counsel") to review Shantha's Product IP Rights for each such Product and any and all production processes relating to the Product for infringement or potential infringement in the Territory and provide to ▇▇▇▇▇▇▇, if requested, a professional assessment regarding whether such Product (and in particular Shantha's Patents relative to such Product) and production processes relating to such Product are likely to infringe any third party patent rights enforceable in the Territory. ▇▇▇▇▇▇▇ shall reasonably cooperate with Spectrum during the course of such review and shall make available all documents and personnel reasonably requested by Spectrum. In the event that Counsel determines that any of Shantha's Product IP Rights relating to any specific Product or production process are infringing, ▇▇▇▇▇▇▇ will take immediate specific action at its own expense to correct the specific infringement. If ▇▇▇▇▇▇▇ does not, in Counsel's opinion, correct such infringement within, in Spectrum's opinion, a reasonable time period of notification of such infringement by Spectrum, Spectrum shall have the right to terminate this Agreement with respect to such infringing Product or Product related to such infringing production process.
Patent Review. PURCHASER agrees to notify GENSIA SICOR (on behalf of GENSIA SICOR, VINCHEM and SICOR) as soon as the Cyclosporine Formulation is set forth by PURCHASER and in no event later than forty-five (45) days after the Restatement Date. Within such forty-five (45) day period, the PURCHASER and GENSIA SICOR (on behalf of GENSIA SICOR, VINCHEM and SICOR) shall each cause its respective U.S. patent counsel, or in the case of GENSIA SICOR if so desired by GENSIA SICOR, VINCHEM's U.S. patent counsel (each of which counsels is reasonably acceptable to the other party) to conduct a comprehensive patent infringement analysis of the other party's products (i.e., the subject Cyclosporine Formulation, in the case of PURCHASER, and the Product, in the case of GENSIA SICOR) under conditions of strict confidentiality with regard to any information examined therefor of the other counsel's client, and to complete such analysis and issue an opinion with respect to the subject matter of his review within such forty-five (45) day period. In the event that either counsel issues an opinion (or advises the parties in writing that, if asked it will issue an opinion) that there are compelling reasons to believe that the other party's product will clearly infringe the patent rights of a third party, then PURCHASER and GENSIA SICOR shall jointly designate qualified U.S. patent counsel from two independent firms who shall evaluate the subject product. If (and only if) such patent counsel both concur with the opinion of the party's patent counsel with respect to the likelihood of infringement, then each party shall have thirty (30) days to terminate this Agreement (which termination shall be without cause). In the event this Agreement is terminated pursuant to this Section 15.11, all amounts provided to GENSIA SICOR pursuant to Section 6.3 shall be re-paid in full within five (5) business days and, at PURCHASER's option, the Firm Orders described in Exhibit 7 shall be canceled. ---------------------- * Confidential Treatment Requested; confidential portion has been filed separately with the SEC.
Patent Review. Until a Compound associated with a QT is in the Pre- Clinical Development Phase, CuraGen shall use commercially reasonable efforts to monitor patent issuances and patent applications of Third Parties relevant to the associated QT and shall advise Bayer biweekly of the results of such efforts. In addition, when a QT is delivered by CuraGen to Bayer, CuraGen shall provide Bayer at that time with a written report relating to the following: CuraGen Patent Rights covering the QT; agreements between a Third Party and CuraGen or its Affiliates regarding the QT; and any patents or patent applications of Third Parties relevant to the QT which are known to CuraGen.