Takeda Patents Sample Clauses

Takeda Patents. Takeda shall have the sole right and authority to prepare, file, prosecute and maintain the Takeda Patents at its own expense on a worldwide basis. Takeda shall provide Licensee a reasonable opportunity to review and comment on material communications from any patent authority in the Territory regarding any Takeda Compound Patents and drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. Takeda shall consider Licensee’s comments regarding such communications and drafts in good faith. In the event that Takeda elects not to continue the prosecution or maintenance of a Takeda Compound Patent in any country in the Territory, then Takeda shall provide Licensee with written notice of such determination within a period of time reasonably necessary to allow Licensee to determine its interest in such Takeda Compound Patent(s) (which notice from Takeda shall be given no later than [***] prior to any final deadline for any pending action or response that may be due with respect to such Takeda Compound Patent(s) with the applicable patent authority). In the event Licensee provides written notice expressing its interest in assuming responsibility for all costs and responsibility associated with the prosecution and maintenance of such Takeda Compound Patent in such country, Takeda will provide any assistance reasonably requested by Licensee associated with the prosecution and maintenance of such Takeda Compound Patent.
Sample 1Sample 2
AutoNDA by SimpleDocs
Takeda Patents. Beginning on the Effective Date, and except as otherwise provided in this Section 10.3(a), as between the Parties, Licensee shall have the sole right and authority to prepare, file, prosecute and maintain the Takeda Patents on a worldwide basis using outside counsel that is mutually acceptable to both Parties. Licensee shall bear all expenses of preparation, filing, prosecution and maintenance of Takeda Patents in the Territory. Licensee shall provide Takeda a reasonable opportunity to review and comment on material communications from any patent authority regarding the Takeda Patents and drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. Licensee shall consider Takeda’s comments regarding such communications and drafts in good faith, but Licensee shall have the final decision-making authority with respect to such communications and drafts, except that, during the Japan XXX Period, Takeda shall have final decision-making authority in Japan with respect to such communications and drafts. If Licensee determines in its sole discretion to abandon or not maintain any Takeda Patent(s) that is being prosecuted or maintained by Licensee in one or more countries in the Territory, then Licensee shall provide Takeda with written notice of such determination within a period of time reasonably necessary to allow Takeda to determine, on a terminated country-by-country basis in its sole discretion, its interest in assuming the primary right and authority to prosecute and maintain such Takeda Patent(s) in such terminated country(ies) at Takeda’s sole cost and expense (which notice by Licensee shall be given no later than sixty (60) days prior to the final deadline for any pending action or response that may be due with respect to such Takeda Patent(s) with the applicable patent authority). In the event Takeda provides written notice expressing its interest to assume the primary right and authority to prosecute and maintain such Takeda Patent(s) in such terminated country(ies), all rights in such Takeda Patents granted to Licensee under this Agreement shall terminate with respect to such terminated country(ies). Licensee and Takeda shall take all action necessary and execute and deliver all documents or instruments required to enable Takeda to assume the primary right and authority to prosecute and maintain such Takeda Patent(s) in the terminated country(ies). If Takeda assumes the primary r...
Sample 1
Takeda Patents. Takeda shall have the sole right to bring and control any action or proceeding with respect to alleged or threatened infringement of any Takeda Patent, at its own expense and by counsel of its own choice.
Sample 1
Takeda Patents. Except as otherwise provided in this Section 9.3(c), Takeda shall have the sole right and authority to prepare, file, prosecute and maintain the Takeda Patents on a worldwide basis at its own expense. Takeda shall provide MacroGenics a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Takeda Patents in the Territory, including by providing MacroGenics with a copy of material communications from any patent authority regarding any Takeda Patent in the Territory, 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. Takeda shall consider MacroGenics’ comments regarding such communications and drafts in good faith.
Sample 1
Takeda Patents. Takeda shall be solely responsible to file, prosecute and maintain Takeda Patents. With respect to Takeda Patents under which AMAG receives a royalty-bearing license pursuant to Section 2.2 hereof, Takeda shall provide AMAG reasonable opportunity to review and comment on such prosecution efforts regarding such Takeda Patents, including by providing AMAG with a copy of material communications from any patent authority in the Licensed Territory regarding such Takeda Patent(s), 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. Takeda shall reasonably consider such comments by AMAG in connection with the prosecution of Takeda Patents.
Sample 1
Takeda Patents. Recursion shall have the first right, but not the obligation (subject to Section 6.1 and Section 6.4(b)), to file, prosecute and maintain Takeda Patents in Takeda’s name, on a worldwide basis. Recursion shall bear all costs and expenses of filing, prosecuting and maintaining Takeda Patents. Recursion shall keep Takeda reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities in timely manner. Without limiting the generality of the foregoing, Recursion shall promptly upon receipt forward to Takeda copies of any significant office actions, communications, and correspondence relating to Takeda Patents. Takeda shall have the right to comment on and to discuss prosecution and maintenance activities with Recursion, and Recursion shall consider the same in good faith and shall provide Takeda with copies of all proposed filings and correspondence to give Takeda the opportunity to review and comment. Upon Recursion’s reasonable request, Takeda shall reasonably cooperate with Recursion’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of Takeda Patents; provided, that Recursion shall reimburse Takeda for Takeda’s costs and expenses with respect to such cooperation, within [***] of receiving a written invoice therefor.
Sample 1
Takeda Patents. As between the Parties, and subject to Section 12.3(c), Takeda shall have the exclusive right (but not the obligation) to perform the Prosecution Activities for all Takeda Patents.
Sample 1
AutoNDA by SimpleDocs

Related to Takeda Patents

  • 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.

  • 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.

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

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!