Company First Right Sample Clauses

Company First Right. (i) Company shall have the first right and authority to file, prosecute and maintain in all jurisdictions worldwide the Company Patents, excluding Company Substantially Related Patents. Company shall provide Eisai (A) a reasonable opportunity to review and comment on such filing, prosecution and maintenance efforts regarding such Company Patents in the Territory reasonably prior to any submissions with applicable patent authorities, and (B) with a copy of material communications from any patent authority in any jurisdiction in the Territory regarding such Company Patents, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that Eisai may have an opportunity to review and comment thereon. Company shall reflect any such Eisai comments on the filing, prosecution or maintenance of Company Manufacturing Patents, and if Company fails to reflect any such Eisai comments, at Eisai’s election, Company shall delete all specific references to Eisai Collaboration Products from any such filing and, to the extent permitted by Applicable Law, thereafter not include any such specific references to Eisai Collaboration Products in any such filing, prosecution or maintenance of the applicable Company Manufacturing Patent. Company shall be responsible for all costs incurred by it in the course of performing the filing, prosecution and maintenance activities set forth in this Section 9.3(b)(i). (ii) If Company desires to abandon any Company Patent, excluding Company Substantially Related Patents, in any jurisdiction worldwide, then unless Company has a strategic business or patent portfolio justification for such abandonment, Company shall provide Eisai with reasonable written notice of such decision so as to permit Eisai to decide whether to file, prosecute or maintain such Company Patent and to take any necessary action. Following notice from Company, Eisai may, with prior written consent of Company, which shall not be unreasonably withheld, conditioned or delayed, assume control of the filing, prosecution and/or maintenance of such Company Patent in one or more countries in worldwide where Company 132539616_1 desires to abandon such Company Patent Rights in the name of Company, and the costs thereof shall be borne solely by Eisai.

Company First Right. Subject to Section 7.8.3(b), Company will have the first right (but not the obligation) to Prosecute and Maintain the Joint Collaboration Patents; provided, that Company will be required to, and will, at a minimum, Prosecute and Maintain the Joint Collaboration Patents in the Primary Patent Countries. Company will keep Celgene informed as to material developments with respect to the Prosecution and Maintenance of such Patents including by providing copies of all substantive office actions or any other substantive documents to or from any patent office, including notice of all interferences, reissues, reexaminations, inter partes reviews, post grant proceedings, oppositions or requests for patent term extensions. Company will also provide Celgene with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such Patents prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by and actions recommended by Celgene; provided, however, that Celgene does so consistent with any applicable filing deadlines.

Company First Right. The Company shall have the first right, but not the obligation, to institute and control any legal action or take such other actions as it deems appropriate in connection with any actual or potential Infringement of any Enforceable Program Patent for such Research Program anywhere in the world, at its cost and expense. Pyxis shall have the right to be represented in any such action by counsel of its own choice at Pyxis’s sole cost and expense.

Company First Right. The Company shall have the first right, but not the obligation, to defend, and take other actions (including to settle) with respect to any claim of a Third Party Infringement Claim, at the Company’s sole discretion, cost, and expense; provided, that in no event shall the Company settle or otherwise compromise any Third Party Infringement Claim by admitting that any Enforceable Program Patent is invalid or unenforceable without first obtaining the prior written consent of Pyxis, which consent shall not be unreasonably withheld, conditioned, or delayed. Pyxis shall have the right to be represented in any such action by counsel of its own choice at Pyxis’s sole cost and expense.

Company First Right. Subject to Section 7.8.1(b), Company will have the first right (but not the obligation) to Prosecute and Maintain the Company Background Patents and Company Collaboration Patents; provided, that Company will be required to, and will, at a minimum, Prosecute and Maintain the Company Background Patents and Company Collaboration Patents in the Primary Patent Countries, to the extent possible under the Paris convention. Company will not be required to Prosecute and Maintain the Company Background Patents and Company Collaboration Patents in Primary Patent Countries where the claimed invention would not be considered patentable subject matter. Company will keep Celgene informed as to material developments with respect to the Prosecution and Maintenance of such Patents including by providing copies of all substantive office actions or any other substantive documents to or from any patent office, including notice of all interferences, reissues, reexaminations, inter partes reviews, post grant proceedings, oppositions or requests for patent term extensions. Company will also provide Celgene with a reasonable opportunity to comment substantively on the Prosecution and Maintenance of such Patents prior to taking material actions (including the filing of initial applications), and will in good faith consider any comments made by and actions recommended by Celgene; provided, however, that Celgene does so consistent with any applicable filing deadlines.