Step-In Rights to Novartis Technology Sample Clauses

Step-In Rights to Novartis Technology. In the event that Novartis elects not to Prosecute and Maintain (or not to continue to Prosecute and Maintain, including filing a Patent claiming priority to a Patent prior to its issuance, or, in the case of foreign deadlines for filing divisionals, prior to such deadline), any Patent within the -120- Novartis Technology (other than within Joint Collaboration IP, Novartis Biological Material IP or Novartis Biological Material Inventions) that Covers the sale, offer for sale, manufacture, use or import of any Licensed Product, Novartis will notify Xencor at least [...***...] before any such Patent would become abandoned, no longer available or otherwise forfeited, and subject to the provisions of any applicable Novartis In-License, Xencor will have the right (but not the obligation), at Xencor’s sole discretion, and sole responsibility for all applicable Patent Costs, to Prosecute and Maintain such Patent in the name of Novartis (which right will include the right to file additional Patents claiming priority to such Patent). In such event, Xencor will, upon Novartis’ reasonable request, consult with Novartis, through the IP Committee, on the status of its Prosecution and Maintenance activities, and furnish Novartis, copies of documents related to the Prosecution and Maintenance of such Patents.