Joint Patent Rights Sample Clauses

Joint Patent Rights. (a) MTI shall have the sole right, at its sole expense, to determine the appropriate course of action to enforce Joint Patent Rights, or otherwise to ▇▇▇▇▇ the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Joint Patent Rights, in each case in connection with any product Developed or Commercialized by or on behalf of MTI (except pursuant to this Agreement). All monies recovered upon the final judgment or settlement of any such suit to enforce any such Joint Patent Rights shall be allocated first to MTI to the extent necessary to compensate it for its expenses in its enforcement, second to the Licensee to the extent necessary to compensate it for its expenses in cooperating with MTI in its enforcement (to the extent not otherwise reimbursed), and finally any remaining amounts shall be retained by MTI. Licensee shall fully cooperate with MTI, at MTI’s expense, in any action to enforce the Joint Patent Rights in connection therewith, including being joined as a party to such action if necessary. (b) Licensee shall have the sole right, at its sole expense, to determine the appropriate course of action to enforce Joint Patent Rights, or otherwise to ▇▇▇▇▇ the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Joint Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Joint Patent Rights, in each case in connection with any product Developed or Commercialized by or on behalf of Licensee. All monies recovered upon the final judgment or settlement of any such suit to enforce any such Joint Patent Rights shall be allocated first to Licensee to the extent necessary to compensate it for its expenses in its enforcement, second to the MTI to the extent necessary to compensate it for its expenses in cooperating with Licensee in its enforcement (to the extent not otherwise reimbursed), and finally any remaining amounts shall be retained by Licensee. MTI shall fully cooperate with Licensee, at Licensee’s expense, in any action to enforce the Joint Patent Rights in connection therewith, including being joined as a party to such action if necessary.

Joint Patent Rights. 11.8.1 Genmab shall have the first right, but not the obligation, to file, prosecute, maintain and defend Patent Rights relating to Joint Inventions (“Joint Patent Rights”) throughout the Territory, at its sole expense, and Genmab shall give timely notice to CureVac, and, if during the Research Period, with a copy to the IP Sub-Committee, of any desire to not file patent applications claiming Joint Patent Rights or to cease prosecution and/or maintenance of Joint Patent Rights on a country-by-country basis and, in such cases, shall permit CureVac, in its sole discretion, to file such patent applications or to continue prosecution, maintenance or defense of such Joint Patent Rights at its own expense. At the latest [*****] before filing, the prosecuting Party shall give the non-prosecuting Party an opportunity to review and comment upon the text of any application with respect to such Joint Patent Right, shall consult with the non-prosecuting Party with respect thereto, shall not unreasonably refuse to address any of the non-prosecuting Party’s comments and supply the non-prosecuting Party with a copy of the application as filed, together with notice of its filing date and serial number. The prosecuting Party shall keep the non-prosecuting Party reasonably informed of the status of the actual and prospective prosecution, and maintenance, including but not limited to any substantive communications with the competent patent offices that may affect the scope of such filings, and the prosecuting Party shall give the non-prosecuting Party a timely, prior opportunity to review and comment upon any such substantive communication and shall consult with such non- prosecuting Party with respect thereto, and shall not unreasonably refuse to address any of such non-prosecuting Party’s comments.

Joint Patent Rights. (i) The parties will cooperate to file, prosecute and maintain patent applications covering the Joint Invention(s) in the United States, European Union (in Europe through a European Patent Convention application) and Japan (collectively, the "Core Countries") and other countries agreed by the parties. The parties shall agree which party shall be responsible for conducting such activities with respect to a particular Joint Invention. The party conducting such activities shall keep the other party fully informed as to the status of such patent matters, including, without limitation, by providing the other party the opportunity, at the other party's expense, to review and comment on any documents relating to the Joint Invention which will be filed in any patent office at least thirty (30) days before such filing, and promptly providing the other party copies of any documents relating to Joint Invention which the party conducting such activities receives from such patent offices, including notice of all interferences, reissues, reexaminations, oppositions or requests for patent term extensions. The parties will share equally all expenses and fees associated with the filing, prosecution, issuance and maintenance of any patent application and resulting patent for a Joint Invention in the Core Countries and other agreed countries and such amounts shall be included within the Research Program funding described in Section 2.3. (ii) In the event that either party wishes to seek patent protection with respect to any Joint Invention outside the Core Countries, it shall notify the other party hereto. If both parties wish to seek patent protection with respect to such Joint Invention in such country or countries, activities shall be subject to Section 7.2.2(a) above. If only one party wishes to seek patent protection with respect to such Joint Invention in such country or countries, it may file, prosecute and maintain patent applications and patents with respect thereto, at its own expense. In any such case, the party declining to participate in such activities shall not grant any third party a license under its interest in the applicable Joint Invention in the applicable country or countries without the prior written consent of the other party.

Joint Patent Rights. Lilly shall have the first right to enforce Joint Patent Rights and to control the defense of any declaratory judgment action relating thereto, with respect to such Infringement at its own expense and by counsel of its own choice reasonably acceptable to Zymeworks (such acceptance which shall not be unreasonably withheld, conditioned or delayed), and Zymeworks shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Lilly fails to bring or defend such action within (a) […***…] days following the notice of alleged Infringement or (b) […***…] days before the time limit, if any, set forth in the Applicable Laws for the filing of such actions, whichever comes first, Zymeworks shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Lilly shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In no event shall either Party admit the invalidity of, or after exercising its right to bring and control an action under this Section 7.3.3, fail to defend the validity of any Joint Patent Rights without the other Party’s prior written consent.

Joint Patent Rights. (a) Unless the Parties otherwise agree, and subject to Section 10.1.3(b) and 10.1.5, AstraZeneca shall have the first right, but not the obligation, acting through patent counsel or agents of its choice, to prepare, file, prosecute (including interferences, re-examinations, reissues, revocations, observations or oppositions) and maintain all Joint Patent Rights (other than Joint Terminated Compound Patent Rights) in its sole discretion. AstraZeneca and Targacept shall, and shall cause their respective Affiliates, as applicable, to assist and cooperate with one another in, and share equally the expense of, filing, prosecuting and maintaining such Joint Patent Rights; provided that either Party may decline to pay its share of costs for filing, prosecuting and maintaining any Joint Patent Rights in a particular country or particular countries, in which case the declining Party shall, and shall cause its Affiliates to, assign (or, if such assignment is not possible, grant a fully-paid exclusive license in) to the other Party all or their rights, titles and interests in and to any such Joint Patent Rights in the applicable country or countries, whereupon such Joint Patent Rights shall become AstraZeneca Patent Rights or Targacept Patent Rights in such country or countries, as the case may be. (b) Where AstraZeneca exercises its first right pursuant to Section 10.1.3(a), AstraZeneca shall, whenever reasonably possible without materially weakening or reducing the scope or coverage of the Joint Patent Rights (other than Joint Terminated Compound Patent Rights), take such actions as are necessary to generate Joint Terminated Compound Patent Rights from such Joint Patent Rights, including by filing divisionals, continuations and continuations-in-part, so as to separate the claims that cover (i) one or more Terminated Compounds or the Exploitation thereof from (ii) one or more other compounds or products or the Exploitation thereof; provided that whenever it is not reasonably possible to generate Joint Terminated Compound Patent Rights without materially weakening or reducing the scope or coverage of the Joint Patent Rights, (A) AstraZeneca shall, in preparing, filing, prosecuting and maintaining such Joint Patent Rights, give good faith consideration to the effect of any particular action or inaction on the scope or coverage of such Joint Patent Rights as applied to compounds or products other than Collaboration Compounds, Candidate Drugs or Products (including Opti...

Joint Patent Rights. The JSC shall determine the jurisdictions within the Territory in which patent applications will be filed with respect to Joint Patent Rights and the Party that shall be responsible for the preparation, filing, prosecution and maintenance of Joint Patent Rights. The Parties will share equally all expenses incurred by the filing Party for the preparation, filing, prosecution and maintenance of such Joint Patent Rights.

Joint Patent Rights. The JSC shall determine the jurisdictions within the Territory in which patent applications will be filed with respect to Joint Patent Rights as well as the patent counsel that shall represent both Enanta and Abbott for the preparation, filing, prosecution and maintenance of Joint Patent Rights. Each Party will independently select which countries it will financially support with respect to the preparation, filing, prosecution and maintenance of Joint Patent Rights. The Parties shall share (at a rate of [*****] of the total costs with respect to each country) in the expenses incurred for the preparation, filing prosecution and maintenance of Joint Patent Rights in each country independently selected by both Parties. The expenses incurred for the preparation, filing, prosecution and maintenance of Joint Patent Rights in any country that is selected by one Party but not by the other Party shall be borne solely by the Party selecting that country. For purposes of clarity, (a) neither Party shall be obligated to share in the expenses incurred in the preparation, filing, prosecution and maintenance of any Patent Rights under this Agreement and (b) any decision by a Party not to share in the expenses incurred for the preparation, filing, prosecution and maintenance of Joint Patent Rights in any country shall not affect the rights of such Party with respect to such Joint Patent Rights in such country. Section 11.1 of the Agreement is hereby deleted in its entirety, and the following Section 11.1 is inserted in lieu of the deleted Section:

Joint Patent Rights. AstraZeneca shall be responsible, at its sole cost and expense, for the preparation, filing and prosecution and maintenance of the Joint Patent Rights in the Territory. If AstraZeneca or its Affiliates use any of its employees to conduct any preparation, prosecution or maintenance activity under this Agreement, then neither AstraZeneca nor any Affiliate shall be liable to ▇▇▇▇▇▇▇▇▇ in respect of any act or omission in undertaking such activity. In the event external counsel are used no such exclusion of liability shall apply. AstraZeneca shall keep ▇▇▇▇▇▇▇▇▇ advised on the status of preparation, filing, prosecution and maintenance of all patent applications included within the Joint Patent Rights and the maintenance of any issued patents within the Joint Patent Rights. Further, AstraZeneca shall consult and reasonably cooperate with ▇▇▇▇▇▇▇▇▇ with respect to the preparation, filing, prosecution and maintenance of all Joint Patent Rights, including: (a) allowing ▇▇▇▇▇▇▇▇▇ a reasonable opportunity and reasonable time to review and comment regarding relevant material communications and drafts of any material responses or proposed filings by AstraZeneca before any applicable filings are submitted to any relevant patent office or Government Authority and (b) reflecting any reasonable comments offered by ▇▇▇▇▇▇▇▇▇ in any final filings submitted by AstraZeneca to any relevant patent office or Governmental Authority.

Joint Patent Rights. Subject to the rights granted under and the restrictions set forth in this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit any Joint Collaboration IP (or any Patent Rights claiming the same, “Joint Patent Rights”), by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting.