Examples of Xxxxxxx Patent Rights in a sentence
Notwithstanding anything contained in this Agreement, Xxxxxxx gives no warranty and makes no representation that any patent application within the Xxxxxxx Patent Rights shall proceed to grant or that any patent within the Xxxxxxx Patent Rights will be valid and enforceable.
The term of this Agreement (the “Term”) will commence on the Effective Date and, subject to earlier termination in accordance herewith, shall expire on the last to occur of: (a) the expiry of the last-to-expire patent term, or conclusion of Prosecution of the last-to-be-Prosecuted, of the Xxxxxxx Patent Rights; or (b) the expiration of the last-to-expire Royalty Term.
If Xxxxxxx has not licensed a Third Party rights under the Xxxxxxx IP to any Compound or Products for use outside the Field by the time that Company Marketing Authorization for a Product in the Field in a given country, Company shall have the sole right to determine, if applicable, which of the Xxxxxxx Patent Rights the Parties will attempt to extend.
The Parties agree to cooperate in an effort to avoid loss of any Xxxxxxx Patent Rights which may otherwise be available to the Parties hereto under the provisions of the Drug Price Competition and Patent Term Restoration Act of 1984 or comparable U.S. or foreign laws, including by executing any documents as may be reasonably required.
Xxxxxxx grants to ACI a worldwide non-exclusive license under Xxxxxxx Patent Rights and Xxxxxxx Know-How, including rights licensed to Xxxxxxx by ACI under section 7.1, for ACI to conduct: (i) Research activities in accordance with the Research Plan, and (ii) Development and CMC activities in accordance with sections 6.1 and 6.4.
In the case of a termination in its entirety by ACI under Section 12.3.1 or Xxxxxxx under this section 12.5, Xxxxxxx shall xxxxx and hereby grants to ACI a non-exclusive, worldwide, fully-paid up, royalty-free, perpetual, irrevocable license under Xxxxxxx Patent Rights and Xxxxxxx Know-How, to the extent necessary to Develop, Manufacture and Commercialize ACI or Joint Product(s) as of the effective date of termination.
Xxxxxxx has the right but not the obligation to initiate and prosecute any such legal action at its own expense and in the name of ACI and Xxxxxxx (or just ACI or just Xxxxxxx if the laws of the jurisdiction so dictate), or to control the defense of any declaratory judgment action relating to such ACI Patent Rights, Xxxxxxx Patent Rights, Joint Patent Rights, ACI Know-How or Xxxxxxx Know-How.
The Parties shall cooperate with each other and use Diligent Efforts to obtain patent term restoration or supplemental protection certificates or their equivalents in any country in the Territory where applicable to ACI Patent Rights, Joint Patent Rights and Xxxxxxx Patent Rights.
At the request and expense of the Party controlling a Third Party Infringement action with respect to Xxxxxxx Patent Rights, the other Party shall provide reasonable assistance in connection with such Third Party Infringement action, including by executing any required documents, participating in discovery (including producing documentation and providing access to employees or relevant persons), and joining as a party to the action if required.
Xxxxxxx and ACI shall thereafter cooperate to determine a course of action to terminate any such infringement of ACI Patent Rights, Xxxxxxx Patent Rights or Joint Patent Rights or any misappropriation or misuse of ACI Know-How or Xxxxxxx Know-How.