Common use of Patent Review Clause in Contracts

Patent Review. (a) Xxxx shall use commercially reasonable efforts to obtain a review and analysis by Xxxx’x outside patent counsel of the validity and/or enforceability of the Listed Patents for the Product, 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 Xxxx’x 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 Xxxx in Xxxx’x sole discretion, Xxxx may terminate this Agreement pursuant to Section 13.2(d) herein. (b) During the term of this Agreement, each Party shall promptly disclose to the other Party 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, Xxxx shall use commercially reasonable efforts to obtain a review and analysis by Xxxx’x 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 Xxxx in Xxxx’x sole discretion, Xxxx may terminate this Agreement pursuant to Section 13.2(d) herein.

Patent Review. (a) Xxxx shall use commercially reasonable efforts to obtain a review and analysis by Xxxx’x outside patent counsel of the validity and/or enforceability of the Listed Patents for the ProductProducts, 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 Xxxx’x 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 Xxxx in Xxxx’x sole discretion, Xxxx may terminate this Agreement pursuant to Section 13.2(d14.2(d) herein. (b) During the term of this Agreement, each Party shall promptly disclose to the other Party 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, Xxxx shall use commercially reasonable efforts to obtain a review and analysis by Xxxx’x 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 Xxxx in Xxxx’x sole discretion, Xxxx may terminate this Agreement pursuant to Section 13.2(d14.2(d) herein.