Sutro Patents. Sutro shall have the first right, but not the obligation, to file, prosecute and maintain Sutro Patents in Sutro’s name. Sutro shall bear all costs and expenses of filing, prosecuting and maintaining Sutro Patents. Sutro shall keep Merck informed of the status of the filing and prosecution of Sutro Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in a timely manner, and will take into consideration the advice and recommendations of Merck. At Sutro’s request, Merck will provide Sutro with reasonable assistance, at Sutro’s sole expense, in prosecuting Sutro Patents to the extent possible, including providing such data in Merck’s Control that is, in Merck’s reasonable judgment, helpful to support the prosecution of a Sutro Patent.

Sutro Patents. As between the Parties, Sutro shall have the sole right, but not the obligation, itself or through a designee, at its cost to enforce (i.e., (x) initiating or prosecuting an infringement or other appropriate suit or action against a Third Party, and (y) defending any declaratory judgment action with respect thereto) [***].

Sutro Patents. Subject to Sections 9.1(a)(i) and (ii) below, Sutro shall be solely responsible for the Prosecution and Maintenance (as defined below) of the Sutro Patents at its own expense. (i) Notwithstanding Section 9.1(a) above, Sutro agrees to cooperate reasonably with SutroVax to seek and obtain Patents within the Sutro Patents, subject to SutroVax providing all data in possession of SutroVax and its Affiliates reasonably necessary for such purpose: (1) that claim and contain disclosure supporting claims directed only to Vaccine Compositions generally, and to particular Vaccine Compositions specifically, their manufacture, and other subject matter within the Vaccine Field; (2) that do not contain claims, and will not be amended to contain claims, directed to any subject matter other than as described in (1) above; and (3) that have coverage and scope reasonable and customary for Patents of that type (“Vaccine Composition-Specific Patents”). Sutro shall have the [***] to Prosecute and Maintain the Vaccine Composition-Specific Patents, and SutroVax shall [***], provided that such [***]. Sutro will use Commercially Reasonable Efforts to [***]. SutroVax may elect to [***], by giving Sutro [***] days prior written notice, in which case (A) [***]; and (B) [***]. (ii) Sutro agrees to keep SutroVax informed and updated, and the Parties shall cooperate reasonably with regard to the Prosecution and Maintenance of the Vaccine Composition-Specific Patents and, to the extent they would cover a Vaccine Composition, its use or manufacture, other Sutro Patents. Without limiting the foregoing, before making any material filing or material response to the applicable patent office with respect to any Vaccine Composition-Specific Patent or, to the extent it would cover a Vaccine Composition, its use or manufacture, other Sutro Patents, Sutro will provide SutroVax with the reasonable opportunity to comment on the proposed filing or response. Sutro shall (1) [***] and (2) [***]. (iii) SutroVax may exclude from the definition of Sutro Patents any particular patent application that would otherwise be within the Sutro Patents and is filed after the Amendment Effective Date (globally or in a particular country) upon written notice to Sutro, in which case such patent application shall cease to be a Sutro Patent for all purposes of this Agreement, and SutroVax shall have no further rights or obligations under this Agreement. For clarity, as of the receipt of such notice by Sutro (i) the paten...

Sutro Patents. Sutro shall have the sole right and authority, but not the obligation, to enforce Sutro Patents or Sutro Manufacturing Patents, other than Product Specific Patents, against any Third Party infringer.

Sutro Patents. SUTRO shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to any Competitive Infringement of any Product-Specific SUTRO Patent(s) under this Agreement, by counsel of its own choice. The foregoing right of SUTRO shall include the right to perform all actions of a reference product sponsor set forth in the Xxxxx-Xxxxxx Act or any ex-U.S. equivalent of the Xxxxx-Xxxxxx Act. CELGENE will have the right, at its own expense and by counsel of its choice, to be represented in any such action or proceeding. At SUTRO’s request, CELGENE will join any such action or proceeding as a party and will use Commercially Reasonable Efforts to cause any Third Party as necessary to join such action or proceeding as a party (all at SUTRO’s expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable Law to pursue such action or proceeding. SUTRO will have a period of ninety (90) days after its receipt or delivery of notice and evidence pursuant to Section 9.7.1 to elect to so enforce such Product-Specific SUTRO Patent(s) in the applicable jurisdiction (or to settle or otherwise secure the abatement of such Competitive Infringement), provided however, that such period will be more than ninety (90) days to the extent applicable Law prevents earlier enforcement of such SUTRO Patent(s) (such as the enforcement process set forth in or under the Xxxxx-Xxxxxx Act or any ex-U.S. equivalent of the Xxxxx-Xxxxxx Act) and such period will be less than ninety (90) days to the extent that a delay in bringing an action to enforce the applicable Product-Specific SUTRO Patent(s) against such alleged Third Party infringer would limit or compromise the remedies (including monetary and injunctive relief) available against such alleged Third Party infringer. In the event SUTRO does not so elect (or settle or otherwise secure the abatement of such Competitive Infringement) within the aforementioned period of time or twenty (20) days before the time limit, if any, for the filing of an action or proceeding or taking of any other action with respect to such Competitive Infringement, whichever is sooner, it will so notify CELGENE in writing and in the case where CELGENE then desires to commence a suit or take action to enforce the applicable SUTRO Patents with respect to such Competitive Infringement in the applicable jurisdiction, the Parties will confer and upon SUTRO’s pri...

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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 Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.
Licensed Patent Rights The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of:
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 TAP 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 TAP 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 CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint TAP Platform Improvements or Joint Conjugation 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.
Trademarks, Patents Each of the Borrower and the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.
Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.
Joint Patents Except as otherwise provided in this Section 7.3(b), the JSC shall entrust one Party with the right and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).
INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.
Patent The development of patentable inventions or discoveries is not the primary purpose of the research activities of the faculty. Employees have no obligation to seek patent protection for the results of scientific work nor to modify research to enhance patentability. 10.6.1 OC agrees that employees have the unqualified right to publish their inventions, improvements, designs or developments and, except as noted in section 10.6.3, OC waives, disclaims and abandons any interest in or claims to any invention, improvement, design or development made by an employee or employees and unless otherwise provided in this Article, any invention, improvement design or development, or any patent arising therefrom shall be the sole property of the inventor(s). 10.6.2 Where the activities are a part of work performed for which OC is not paying the employee from any source and no OC space or equipment is being used, the employee shall be entitled to any and all royalties from such patents. Employees shall have the right to make their own arrangements at their own expense to patent an invention, an improvement, a design or development and, subject to the obligations in the Article and except as noted in section 10.6.3, shall be entitled to all the proceeds therefrom.
Third Party Patent Rights If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

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