Retained Territory Sample Clauses

Retained Territory. Except as otherwise provided in this Section 9.3(c)(ii), Servier shall be solely responsible for the preparation, filing, prosecution and maintenance of the Servier Patents in the Retained Territory, using patent counsel reasonably acceptable to XOMA. The Parties (including any sublicensee of Servier) shall discuss and confer with respect to the overall patent strategy with respect to the Servier Patents in the Retained Territory. Servier shall keep XOMA advised of the status of all communications and actual and prospective filings and submissions regarding the Servier Patents, and shall give XOMA a reasonable opportunity (but in no event less than ten (10) business days) to review and comment on any such communications, filings and submissions proposed to be sent to any patent office. Servier shall incorporate all reasonable comments of XOMA before making any substantive filing or submission related to the Servier Patents in the Retained Territory, provided that such comments are obtained at least [*] business days prior to the deadline for filing. If Servier no longer wishes to maintain or prosecute any Servier Patent in the Retained Territory, then Servier shall give reasonable notice to XOMA, and thereafter, XOMA may, upon written notice to Servier, prosecute and maintain such Patent in its own name, and Servier shall execute all required documents in order to assign to XOMA such Patent, at Servier’s expense. XOMA shall be solely responsible for all costs and expenses incurred by Servier or its Affiliates associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of the Servier Patents in the Retained Territory. Notwithstanding the foregoing, if the Cardiometabolic Indications Option expires without exercise thereof by XOMA, then (A) for those Servier Patents in the Retained Territory that are relevant to the Remaining Field (e.g., that claim the use of the Licensed Antibody to treat a Remaining Field Indication) (the “Servier Retained Territory Remaining Field Patents”), XOMA shall be responsible for [*]% of all costs and expenses incurred by Servier or its Affiliates after the expiration of the Cardiometabolic Indications Option, associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of the Servier Retained Territory Remaining Field Patents, and Servier shall be responsible for [*]% of such costs and expenses, and ...
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Retained Territory. [***] shall have the first right to direct the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of the [***] Patent Rights and the Joint Patents in the Retained Territory at its sole cost and expense. [***] shall reasonably consult with [***] and keep [***] reasonably informed of the status of such [***] Patent Rights and Joint Patents, and shall provide [***], at [***] reasonable request, with (A) all material correspondence received from any patent authority in connection therewith and (B) copies of all files (including without limitation the complete texts of all patents and patent applications and copies of all office actions, office action responses and other official communications received from, or filed with, all relevant patent offices) that relate to the [***] Patent Rights or Joint Patents in the Retained Territory. [***] shall confer with [***] and consider in good faith [***] comments prior to submitting such filings and correspondence, provided that [***] provides such comments within [***] ([***]) days (or a shorter period reasonably designated by [***] if [***] ([***]) days is not practicable given the filing deadline) of receiving the draft filings and correspondence from [***]. To aid [***] in prosecution of such [***] Patent Rights and Joint Patents, [***] will provide information, execute and deliver documents, and cooperate with [***] and do other acts as [***] may reasonably request.
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Retained Territory. XOMA shall have the first right, but shall not be obligated, to bring an infringement action against any person or entity engaged in a Product Infringement of the XOMA Patents and Joint Invention Patents in the Retained Territory, at XOMA’s cost and expense. If the Cardiometabolic Indications Option expires without XOMA’s exercise thereof, and if XOMA does not desire to bring such an action or to continue to pursue such action with respect to any such Patent (or to settle or otherwise secure the abatement of such Product Infringement), it shall so notify Servier prior to the earlier of: (A) [*] days following XOMA’s receipt or delivery of the notice under Section 9.4(a), or (B) [*] days before the deadline, if any, set forth in the applicable Laws for the filing of such actions, in which event, Servier shall have the right to bring and control any such action, at its own expense and by counsel of its own choice. In addition, to the extent XOMA does not so notify Servier within a reasonable time to allow Servier to bring such action, XOMA shall bring such action on behalf of, under the direction of, and at the expense of, Servier.
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Retained Territory. (a) Servier shall have no obligation to supply the Product to EOS for Development in the Retained Territory beyond the Global Development Plan, or for Commercialization in the Retained Territory. (b) At the reasonable request of EOS and at EOS’ cost and expense, Servier shall (and make Commercially Reasonable Efforts to cause its Third Party manufacturer to) promptly disclose (and provide copies, as applicable) to either EOS or a Third Party manufacturer selected by EOS, all know-how of Servier as necessary to enable EOS or such Third Party manufacturer (as appropriate) to Manufacture the Product for Development and Commercialization in the Retained Territory. (c) Servier hereby grants to EOS a royalty free, perpetual, fully-paid license, under the Patents and know how of Servier as actually used at the time of the transfer of technology as set forth in Section 6.6 (b) by Servier in Manufacturing the Product pursuant to this Agreement and as necessary to Manufacture the Product for Development and Commercialization in the Retained Territory, provided however that if this Agreement is terminated by Servier for EOS’ breach pursuant to Section 11.4, the license granted to EOS pursuant to this subclause (c) shall immediately terminate. EOS shall have the right to grant a sublicense under the rights set forth in the preceding sentence only to Affiliates or Third Party Partners, provided that, with respect to any Third Party Partner, such Third Party Partner grants to Servier similar rights and licenses corresponding to those granted by Servier (i) under this subclause (c) (royalty free, perpetual, fully-paid license under the Patents and know how of such Third Party Partner as actually used by such Third Party Partner in Manufacturing the Product and necessary to Manufacture the Product for Development and Commercialization in the Licensed Territory), and (ii) under subclause (b) above (transfer of technology at Servier’s cost and expense).
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Retained Territory. In the Retained Territory, EOS shall have the sole authority and control over the preparation, filing, prosecution and maintenance of the EOS Patents and Joint Invention Patents in the Field, at EOS’ sole cost and expense, provided that EOS shall update Servier from time to time on the status of such Patent prosecution and maintenance efforts. With respect to the Joint Invention Patents, EOS shall keep Servier advised of the status of all communications and actual and prospective filings and submissions regarding the Joint Invention Patents in the Retained Territory, and shall give Servier a reasonable opportunity to review and comment on any such communications, filings, filing date and submissions proposed to be sent to any patent office, including by providing Servier with a copy of material communications from any patent authority in the Retained Territory regarding such EOS Patents and Joint Invention Patents, and by providing drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. If EOS no longer wishes to maintain or prosecute any Joint Invention Patents in the Retained Territory, then EOS shall give reasonable notice to Servier, and thereafter, Servier may, upon written notice to EOS, prosecute and maintain such Joint Invention Patent, in which case, EOS shall assign at no cost to Servier its interest in such Joint Invention Patent so that it shall become solely owned by Servier and no longer be considered as a Joint Invention Patent for purposes of this Agreement.
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Retained Territory. For clarity, KVK does not have any rights pursuant to this Agreement with respect to any Licensed Patents in the Retained Territory and, as between the Parties, KemPharm shall have the sole right in its sole discretion to prepare, file, prosecute and maintain the Licensed Patents in the Retained Territory.
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Related to Retained Territory

  • Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.

  • Restricted Territory Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company. Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Executive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • 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.

  • Field The term “

  • Product Trademarks BMS shall be solely responsible for the selection (including the creation, searching and clearing), registration, maintenance, policing and enforcement of all trademarks developed for use in connection with the marketing, sale or distribution of Products in the Field in the Territory (the “Product Marks”). BMS shall own all Product Marks, and all trademark registrations for said marks.

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