First Right to Prosecute Clause Samples
The First Right to Prosecute clause grants a specified party the initial authority to pursue legal action or enforce rights, typically in the context of intellectual property infringement or contract breaches. In practice, this means that if a violation occurs, the designated party has the exclusive opportunity to initiate proceedings before others involved may do so, and may also control the strategy and settlement decisions related to the case. This clause ensures that the party with the most at stake or expertise can act promptly to protect their interests, preventing conflicts or delays that could arise if multiple parties attempted to prosecute simultaneously.
First Right to Prosecute. The Lead Party shall have the first and exclusive right, but not the obligation, under its own control and at its own expense, to prosecute any Third Party infringement, misappropriation or other violation of the Licensed Patents, subject to Sections 7.4 and 7.5. The total cost of any such infringement action commenced or defended solely by the Lead Party shall be borne by the Lead Party. The Lead Party shall keep the other Party reasonably informed of all developments in the prosecution or settlement of such action, including by providing copies of documents received or filed in connection with any such action promptly upon receipt, or reasonably in advance of their filing, to the extent controlled by the Lead Party, for the other Party to review and comment thereon, which information and documents shall be subject to Article 10. The Lead Party shall consult with, and consider in good faith the requests and suggestions of the other Party with respect to such prosecution, provided that the Lead Party shall retain final decision-making authority with respect to any such prosecution. The Lead Party shall have the right, in its sole discretion, to delegate its rights under this Section 7.2 (b), in whole or in part, to Third Party provided that such Third Party shall comply with the terms of this Section 7.2 (b) and that the Lead Party shall remain primarily liable for any acts or omissions of such Third Party.
First Right to Prosecute. MethylGene shall have the first right, but not the obligation, to prepare, file, prosecute and maintain MethylGene Collaboration Patent Rights in the Field in the Territory in accordance with the Patent Prosecution Plan, using counsel of MethylGene’s choice reasonably acceptable to Otsuka, including, without limitation, ▇▇▇▇▇ and Zucchero, LLP. MethylGene promptly shall forward to Otsuka copies of any substantive correspondence and actions prepared for or received from the U.S. Patent and Trademark Office or any foreign patent office that may materially affect MethylGene Collaboration Patent Rights identified in the Patent Prosecution Plan. MethylGene shall provide Otsuka with a reasonable opportunity to comment on all draft filings for the prosecution and maintenance of such MethylGene Collaboration Patent Rights, including, without limitation, all associated prosecution, patent application filings, interference, opposition, re-examination, re-issue, revocation and invalidity proceedings, prior to and sufficiently in advance of their submission to the relevant patent authority. MethylGene shall in good faith consider all such comments by Otsuka. On the reasonable request of MethylGene, Otsuka shall cooperate, in all reasonable ways, in connection with the prosecution of all patent applications included within such MethylGene Collaboration Patent Rights. With respect to the preparation, filing, prosecution and maintenance of MethylGene Collaboration Patent Rights included in the Patent Prosecution Plan, MethylGene shall not incur costs in excess of the Patent Prosecution Budget without the prior approval of the JRDC or Otsuka, which approval shall not be unreasonably withheld or delayed.
First Right to Prosecute. Subject to Section 6.2(b), TWTI (itself or through a designee) shall have the sole right to control the filing, prosecution and maintenance of Patents within the TWTI IP, and shall bear all costs associated therewith. TWTI shall consider comments from ACLA regarding steps that might be taken to strengthen patent protection with respect to any Patent within such TWTI IP or to expand protection in a mutually desired manner. Nothing herein shall imply or create any obligation for TWTI to file, prosecute, obtain or maintain any Patents or to follow ACLA's recommendations or comments.
First Right to Prosecute. A Party shall have the first right to file, prosecute and maintain the Patents covering technology that such Party solely owns, whether in accordance with Sections 7.1 and 7.2, as applicable, or by assignment pursuant to Section 4.4.
First Right to Prosecute. As between the Parties, CELGENE shall have the first right (but not the obligation) to Prosecute and Maintain the CELGENE Patents at its cost. CELGENE shall keep SUTRO 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 that CELGENE receives from any patent office, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions.
First Right to Prosecute. As between the Parties, SUTRO shall have the first right (but not the obligation) to Prosecute and Maintain the SUTRO Patents at its cost (subject to the second to last sentence of this Section 9.5.1(a)). SUTRO shall 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 that SUTRO receives from any patent office, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. The Prosecution and Maintenance conducted in accordance with the terms and conditions of this Agreement of any SUTRO Patent Covering a BAC or ADC, Development Candidate or corresponding Licensed Product (each, a “Product-Specific SUTRO Patent”) and exclusively licensed to CELGENE under this Agreement shall be at CELGENE’s cost. For clarity, no rights are granted under this Section to CELGENE with respect to the SUTRO Expression Patents.