By Biogen Idec Sample Clauses

By Biogen Idec. If Xxxxxxx determines not to prosecute any claim or Patent within the Biogen Idec Patents (other than prosecution of the Core Claims in the Required Countries, for which, for the avoidance of doubt, Xxxxxxx has the obligation of prosecution), then Xxxxxxx shall provide Biogen Idec with written notice of such decision at least [***] ([***]) calendar days prior to the deadline for filing any such prosecution action for any claim or Patent or the date on which the abandonment of any such claim or Patent would become effective. In such event, Biogen Idec shall have the right, but not the obligation, at its option and expense, to control the preparation, filing, prosecution and maintenance of such claim or Patent. If Xxxxxxx or any of its Affiliates or Sublicensees subsequently uses, makes, offers for sale, sells or imports a Product in any jurisdiction in which Biogen Idec has assumed patent prosecution under this Section 11.2(b), Xxxxxxx shall, at the time of First Commercial Sale in such jurisdiction, reimburse Biogen Idec for the out-of-pocket costs of such patent prosecution actually incurred, which costs shall not be offset against any other amounts due under this Agreement. For the avoidance of doubt, Biogen Idec shall, at all times, have exclusive control over the prosecution of the Reserved Prosecution Patents, including enforcement rights, at its own expense.

By Biogen Idec. Except as specifically set forth in Schedule 7.3 (the “Biogen Idec Disclosure Schedule”), Biogen Idec hereby represents and warrants to Elan as follows:

By Biogen Idec. Biogen Idec shall not disclose to any Third Party the existence or terms or any other matter of fact regarding this Agreement without the prior written consent of Amorfix; provided, however, that Biogen Idec may make such a disclosure (a) to the extent required by law or by the requirements of any nationally recognized securities exchange, quotation system or over-the-counter market on which Biogen Idec has its securities listed or traded, or (b) to any acquirers, potential acquirers, investors, prospective investors, lenders and other potential financing sources who are obligated to keep such information confidential. In the event that Biogen Idec is required or wishes to make a disclosure that is subject to Section 5.3.1, Biogen Idec shall make reasonable efforts to provide Amorfix with notice beforehand and to coordinate with Amorfix with respect to the wording and timing of any such disclosure. Once any press release or any other written statement is approved for disclosure by Amorfix, Biogen Idec may make subsequent public disclosure of the contents of such statement without the further approval of Amorfix.