Company Patents. As between the Parties, Company shall have sole right, but not the obligation, to defend and control the defense of the validity and enforceability of (a) Patents included in the Company Background IP and (b) Company Foreground Patents, in each case ((a) and (b)), at its sole cost and expense and using counsel of its own choice.
Company Patents. Section 2.14(b),.................... 23
Company Patents. Company shall own any Know-How and Patent Rights developed by Company or any of its Affiliates or a Third Party on behalf of Company and shall have the right, but not the obligation, to file, prosecute and maintain any such Patent Rights (collectively, “Company Patents”). Company shall bear all costs and expenses of filing, prosecuting and maintaining Company Patents and Licensor shall have no right, title or interest in or to Company Patents.
Company Patents. Company shall have the sole right and authority, but not the obligation, to enforce Company Patents against any Third Party infringer and defend Company Patents against any Third Party; provided, that Licensor shall provide reasonable assistance to Company with respect thereto, including providing access to relevant documents and other evidence and making its employees available, subject to Company’s reimbursement of any Out-of-Pocket Expenses incurred on an on-going basis in providing such assistance.
Company Patents. Section 3.6.1 of the Disclosure Schedule lists all of the Patents owned solely by the Company or which the Company has any ownership rights, and/or has exclusively licensed, as of the Execution Date (excluding any Patents pertaining solely to the Excluded Assets), setting forth in each case the jurisdictions in which the Patents have been issued, and patent applications have been filed and identifying which Patents are owned by the Company (“Owned Patents”) and which are licensed to the Company, (“Licensed Patents”) (collectively, the “Company Patents”). The Company is the sole owner of all right, title and interest in and to the Owned Patents, free and clear of any Contractual Obligation, mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, lease, sublease, option or charge of any kind, limitations on transfer or any subordination arrangement in favor of third party. The Company has the right to use the Licensed Patents in accordance with the terms of the applicable license and such license is in full force and effect and unmodified from the versions, if any, last provided to the Buyer prior to the Execution Date, and the Company is not in breach or default thereunder, except as would not, either individually or in the aggregate, have Material Adverse Effect on the Company.
Company Patents. Except as otherwise provided in this Section 10.3(a), as between the Parties, subject to ***, the Company Patents in the Territory shall be controlled, prepared, filed, and prosecuted ***. As soon as reasonably practicable after the Effective Date, the Parties shall ***. Both Parties shall have the opportunity to comment on the response or document within such thirty (30) day period, which comments shall be reasonably considered by the other Party. The Parties acknowledge and agree that certain Company Patents may include both (i) ***; and (ii) ***. If Company determines *** to abandon any Company Patent, cease prosecution of any claim or prosecute any claim in a manner which Licensee, *** deems as material to a Licensed Molecule, Licensed Product, Next Generation Product or its activities hereunder, or not maintain any Company Patent anywhere in the Territory, then Company shall provide Licensee written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Licensee with the opportunity to prepare, file, prosecute and maintain such Company Patent in the Territory on behalf of Company and in Company’s name; provided, however, such Company Patent or claim shall be considered expired for the purposes of the Royalty Term pursuant to Section 8.7(b) and Section 8.7(c). Company agrees to provide Licensee with all information necessary or desirable to enable Licensee to comply with the duty of candor/duty of disclosure requirements of any patent authority. ***, in the course of preparing, filing, prosecuting and maintaining the Company Patents, ***.
Company Patents. Company shall have the first right, and the obligation, to file, prosecute and maintain Company Patents (in Company’s name) in and outside the Territory. Company shall bear all costs and expenses of filing, prosecuting and maintaining Company Patents in and outside the Territory. Company shall keep Licensor informed of the status of the filing and prosecution of Company Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in and outside the Territory. At Company’s request, Licensor will provide Company with reasonable free-of-charge assistance in prosecuting Company Patents to the extent possible, including providing such data in Licensor’s Control that is, in Company’s reasonable judgment, needed to support the prosecution of a Company Patent in and outside the Territory. If Company elects not to file or to continue to prosecute or maintain a Company Patent in and outside the Territory, then it shall notify Licensor in writing at least three (3) months before any final deadline applicable to the filing, prosecution or maintenance of such Company Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Company Patent in and outside the Territory. In such case, Licensor shall have the right, at its own cost and expense, to pursue the filing or support the continued prosecution or maintenance of such Company Patent in and outside the Territory.
Company Patents. Lime shall maintain in effect, for a period of not less than one (1) year following the Closing, the Company patents set forth in Schedule 6.11.
Company Patents. Company shall have the sole right, but not the obligation, to bring an action against any Third Party allegedly engaged in any Third Party Infringement of any Company Patents, except Company Substantially Related Patents (and to defend any related counterclaim). All Out-of-Pocket Costs and expenses incurred in the course of such action shall be equally shared between the Parties or their Commercialization Affiliates, as applicable, if such Third Party Infringement relates to any activity by a Third Party that is competitive with the exploitation of the Eisai Collaboration Products and shall otherwise be borne solely by Company. Notwithstanding the foregoing, Company, with prior written consent of Eisai, which shall not be unreasonably withheld, conditioned or delayed, shall have the first right, but not the obligation, to bring an action against any Third Party allegedly engaged in any Third Party Infringement of Company Manufacturing Patents (and to defend any related counterclaim). All Out-of-Pocket Costs and expenses incurred in the course of such action shall be equally shared between the Parties or their Commercialization Affiliates, as applicable. Company shall have a -80- 132539616_1 period of twenty (20) days from first becoming aware of such Third Party Infringement to notify Eisai of its intent if it will bring such action or not. If Company fails to provide its intention in writing or provide its intention not to bring such action in the time period provided, then Eisai, with prior written consent of Company, which shall not be unreasonably withheld, conditioned or delayed, shall have a right, but not the obligation, to bring an action against any Third Party allegedly engaged in any Third Party Infringement of any Patent Rights related to an Eisai Collaboration Product with respect to such Company Manufacturing Patents. All out-of-pocket costs and expenses incurred in the course of such action shall be equally shared between the Parties or their Commercialization Affiliates, as applicable.
Company Patents. Company shall have the sole right and authority to prepare, file, prosecute and maintain the Company Patents on a worldwide basis at its own expense. Company shall provide MacroGenics a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Company Patents in the Territory, including by providing MacroGenics with a copy of material communications from any patent authority regarding any Company 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 xxxxxxxxx.Xxxxxxx shall consider MacroGenics’ comments regarding such communications and drafts in good faith.
