Memory Patent Rights definition
Examples of Memory Patent Rights in a sentence
Subject to the terms and conditions of this Agreement, during the License Exercise Period, Roche shall have the right with respect to each Product to obtain a sole and exclusive license, including the right to grant sublicenses pursuant to Section 2.3, under the Memory Patent Rights and to use the Memory Know-How, to make, use, offer for sale, sell and import such Product in the Territory for use in the Field (each, a "License").
Memory shall have the right, but not the obligation, to prepare, file, prosecute (including interference and opposition proceedings) and maintain (including interferences, re-examination and opposition proceedings) (collectively, "Handle") the Memory Patent Rights.
Prior to Roche exercising its right to obtain a License which respect to a Product, then Memory shall have the sole right to enforce Memory Patent Rights Covering such Product.
After Roche has exercised its right to obtain a License with respect to a Product, then Roche shall have the right to enforce Memory Patent Rights Covering such Product; and Roche shall have [*] days from the date on which it receives or provides a copy of such certification to provide written notice to Memory ("H-W Suit Notice") whether Roche will bring suit, at its expense, within a [*] day period from the date of such certification.
As of the date hereof, the Memory Patent Rights in existence as of the Effective Date are owned exclusively by Memory; and Memory's senior executives, after consultation with patent counsel, have no actual knowledge of any information that would, in their opinion, render invalid and/or unenforceable Composition of Matter Claims for the lead compounds of the Program in such Memory Patent Rights.
After Roche has exercised its right to obtain a License pursuant to Section 2.1 hereof, Roche shall reimburse Memory, on a patent-by-patent basis, as to any Memory Patent Rights Covering the Product for which Roche has exercised its right to a License for fifty percent (50%) of any reasonable and documented external costs for Handling such patent or patent application incurred after the date Roche obtained such License.
Memory shall be solely responsible for payment of the reasonable costs to Handle the Memory Patent Rights, except as otherwise provided in Section 13.2 above.
If Roche desires to exercise such right, Roche shall give written notice thereof to Memory and Memory shall provide to Roche, for evaluation purposes only, all test results, data (e.g., in vivo data, safety data and structure-activity relationship data) and applicable Memory Patent Rights relating to up to [*] compounds which are nicotinic alpha-7 agonists in preclinical development by Memory as may be selected by Roche.
For the avoidance of doubt, during and after the termination of this Agreement, Memory shall own the Memory Compounds, Memory Products, Memory Patent Rights and all inventions related to the Memory Compounds, Memory Products and/or Covered by the Memory Patent Rights and, except as specifically provided in this Agreement, does not grant any license, interest or other right with respect thereof to NPS.
Amgen shall promptly furnish Memory with copies of all correspondence relating to such Memory Patent Rights (including the Base Patents) to and from patent offices throughout the Territory and provide Memory a reasonable time to offer its comments before Amgen makes a material submission to a patent office, provided, however, that in the event that delay would jeopardize any potential Patent Right, Amgen shall have the right to proceed without awaiting Memory's comments.