Product-Specific Patent Rights Sample Clauses

Product-Specific Patent Rights. 15.3.1. Assignment of Product-Specific Patent Rights. 15.3.1.1. Effective upon the Option Exercise Date for the SMA Option, Voyager will, and hereby does, assign and transfer to Genzyme all rights, title, and interests in and to the SMA Product-Specific Patent Rights that are owned by Voyager on the Option Exercise Date, and all claims and causes of action arising from or relating to such SMA Product-Specific Patent Rights, including all rights to recovery for damages from infringement arising prior to, on or after the Option Exercise Date. At Genzyme’s request, on or after the Option Exercise Date for the SMA Option, Voyager will execute and deliver a confirmatory assignment relating to all SMA Product-Specific Patent Rights assigned to Genzyme under this Section 15.3 (Product-Specific Patent Rights) in a mutually agreed form. 15.3.1.2. Effective upon the Option Exercise Date for the Co-Co Option, Voyager will, and hereby does, assign and transfer to Genzyme all rights, title, and interests in and to the HD Product-Specific Patent Rights that are owned by Voyager on the Option Exercise Date, and all claims and causes of action arising from or relating to such HD Product-Specific Patent Rights, including all rights to recovery for damages from infringement arising prior to, on or after the Option Exercise Date. At Genzyme’s request, on or after the Option Exercise Date for the Co-Co Option, Voyager will execute and deliver a confirmatory assignment relating to all HD Product-Specific Patent Rights assigned to Genzyme under this Section 15.3 (Product-Specific Patent Rights) in a mutually agreed form.
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Product-Specific Patent Rights. Subject to any contractual obligations to, or restrictions imposed by, the Parties' Third Party licensors, the JSC shall make all decisions regarding whether and how to file, prosecute and maintain any Product-Specific Patent Rights relevant to the exercise by the Sandoz Parties of the licenses granted in Section 2.1, including without limitation, the ability of Momenta or a Sandoz Party, as the case may be, to assume control of the filing, prosecution or maintenance of such Product-Specific Patent Rights of the Sandoz Parties or Momenta, respectively, in the name of the Sandoz Parties or Momenta, respectively, if the Sandoz Parties or Momenta, respectively, decline to file, prosecute or maintain such Product-Specific Patent Rights, elect to allow any such Product-Specific Patent Right to lapse or elect to abandon any such Product-Specific Patent Right before all appeals within the respective patent office have been exhausted; PROVIDED, HOWEVER, THAT, in the event of a dispute with respect to such decisions that the Parties are unable to resolve, mutually acceptable outside patent counsel not regularly employed by any Party or their Affiliates shall be retained to resolve such dispute.
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Product-Specific Patent Rights. (a) Biogen shall, at its own expense (subject to Section 13.4.1(d)), prepare, file, prosecute and maintain any Product-Specific Patent Rights, in all countries determined by Biogen. Biogen shall keep AGTC advised on the status of the prosecution of all patent applications included within such Product-Specific Patent Rights and the maintenance of any issued patents included within such Product-Specific Patent Rights. Further, Biogen shall consult and reasonably cooperate with AGTC with respect to the preparation, filing, prosecution and maintenance of such Product-Specific Patent Rights, including: (i) allowing AGTC a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority; and (ii) reflecting any reasonable comments offered by AGTC in any final filings submitted by Biogen to any relevant patent office or Governmental Authority, to the extent such comments are intended to prevent any detrimental effect on the prosecution and maintenance of any Patent Rights owned or Controlled by AGTC, provided that Biogen does not reasonably determine that such comments are detrimental to the prosecution, maintenance or enforcement of any Patent Rights owned or Controlled by Biogen. (b) If Biogen elects not to file a patent application included in such Product-Specific Patent Rights in any country or elects to cease the prosecution or maintenance of any such Product-Specific Patent Right in any country, then Biogen shall provide AGTC with written notice immediately, but not less than sixty (60) days before any action is required, upon the decision to not file or continue the prosecution of such patent application or maintenance of such Patent Right. In the event Biogen has provided notice to AGTC as described in the preceding sentence, Biogen shall permit AGTC, in AGTC’s sole discretion, to file or continue prosecution or maintenance of any such Product-Specific Patent Right in such country at AGTC’s expense, [***], and provided, further, that, if AGTC has the right to file or continue prosecution or maintenance of such Product-Specific Patent Right, AGTC shall consult with Biogen with respect to the preparation, filing, prosecution and maintenance of such Product-Specific Patent Rights, including: (i) allowing Biogen a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submi...
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Product-Specific Patent Rights. (i) Roche shall have the first right, but not the obligation, to, at Roche’s discretion, file, prosecute, and maintain (including the defense of any interference or opposition proceedings) Roche Collaboration Patent Rights that constitute Product Specific Patent Rights. Roche shall provide to Alnylam copies of all prosecution filings related to such Product Specific Patent Rights sent to or received from patent offices in the Territory, unless otherwise directed by Alnylam, and, with respect to patent applications containing such Product Specific Patent Rights having information not previously filed that is intended to be submitted to patent offices in the Territory, shall use reasonable efforts to provide Alnylam with a draft of each such filing reasonably in advance of submission and shall consider in good faith any comments regarding such draft application that Alnylam may timely provide. If Roche decides (A) not to file a patent application on Roche Collaboration Know-How that would contain Product Specific Know-How, (B) to abandon prosecution of any Roche Collaboration Patent Right that would constitute a Product Specific Patent Right, or (C) not to otherwise maintain or extend any such Product Specific Patent Right, Roche shall give Alnylam written notice sufficiently in advance of any loss of rights to allow Alnylam to file, prosecute, maintain or extend, as the case may be, such Product Specific Patent Rights, in Roche’s name. (ii) Alnylam shall have the first right, but not the obligation, to, at Alnylam’s discretion, file, prosecute, and maintain (including the defense of any interference or opposition proceedings) Alnylam Collaboration Patent Rights that constitute Product Specific Patent Rights. Alnylam shall provide to Roche copies of all prosecution filings related to such Product Specific Patent Rights sent to or received from patent offices in the Territory, unless otherwise directed by Roche, and, with respect to patent applications containing such Product Specific Patent Rights having information not previously filed that is intended to be submitted to patent offices in the Territory, shall use reasonable efforts to provide Roche with a draft of each such filing reasonably in advance of submission and shall consider in good faith any comments regarding such draft application that Roche may timely provide. If Alnylam decides (A) not to file a patent application on Alnylam Collaboration Know-How that would contain Product Specific Know-How,...
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Product-Specific Patent Rights. (i) In the event that, through Astellas’s exercise of its Development Option, the Development Compound or Backup Compound designated by Astellas is Covered by one or more Product-Specific Patent Rights, Astellas will (1) be responsible for and have final decision making authority with respect to the preparation, filing, prosecution and maintenance of such Product-Specific Patent Rights and (2) become responsible for all such activities and one hundred percent (100%) of all costs associated therewith. If requested by Astellas, PTI will exercise Commercially Reasonable Efforts to prepare and file separate patent applications, including continuations-in-part, within the Collaboration Patent Rights or PTI Patent Rights, that become Product Specific Patent Rights pursuant to this Section, provided, however, that Astellas will reimburse PTI for all costs incurred by PTI in connection with the preparation, filing, prosecution and maintenance of any Product-Specific Patent Rights. (ii) Upon termination of this Agreement in its entirety or with respect to a particular Licensed Product or Project for any reason other than by Astellas pursuant to Section 12.2(c) (Termination for Cause), Astellas’s rights to prepare, file, prosecute and maintain Product-Specific Patent Rights that Cover all such terminated Licensed Products or Development Compounds in the Territory (or in the case of termination of this Agreement with respect to one or more Licensed Products in some but not all countries in the Territory pursuant to Section 12.2(b) (Astellas Termination for Convenience), in the Reverted Territory), will revert to PTI, and thereafter PTI will be solely responsible for the preparation, filing, prosecution and maintenance of such reverted Product-Specific Patent Rights at its sole cost and expense, and will have all decision making authority associated therewith. For clarity, if such Product-Specific Patent Rights continue to Cover any non-terminated Licensed Product, this Section 8.3(c)(ii) shall not apply to such Product-Specific Patent Rights.
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Related to Product-Specific Patent Rights

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • Joint Patents With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

  • Third Party Patents If, after June 17, 2014, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Field.

  • ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. The Contractor shall defend all suits or claims for infringement of any patent rights and shall save the State harmless from loss on account thereof, except that the State shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified, but if the Contractor has reason to believe that the design, process or product specified is an infringement of a patent, The Contractor shall be responsible for such loss unless he promptly gives such information to the Architect.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Patent/Copyright Materials/Proprietary Infringement Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph 18 below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney’s fees, costs and expenses.

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