Licensor Patent Rights. Licensor shall, within 10 Business Days of learning of such event, inform Licensee of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to claims of the Licensor Patent Rights issued or pending as of the Effective Date. With respect to any such request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination, Licensor shall have the first right (in its discretion) to initiate, prosecute and/or respond, to such action or proceeding, provided that Licensor shall consult with Licensee with respect to any such action or proceeding and shall not unreasonably reject comments of Licensee. In addition, all strategic decisions shall be made by the consensus of Licensor and Licensee. In the event that Licensor elects to initiate, prosecute and/or respond to any interference, opposition, invalidation, reexamination, or reissue proceeding relating to any Licensor Patent Right, the out-of-pocket costs, fees and expenses thereof shall be reimbursed (and upon request by Licensor, prepaid at least 30 days in advance) by Licensee in the manner comparable to the provisions of the first paragraph of Section 8.2(a), mutatis mutandis. Licensor shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any Licensor Patent Right without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensor shall keep Licensee informed of developments in any such action or proceeding involving any Licensor Patent Right. Licensor shall promptly inform Licensee in the event that Licensor elects not to initiate, prosecute and/or respond to any interference, opposition, invalidation, reissue or reexamination relating to any claim in Licensor Patent Rights, and in such case, Licensee shall have the right to do so (in Licensee’s discretion), at its cost and expense. Licensee shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any claim in Licensor Patent Rights without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Licensee shall keep Licensor informed of developments in any such action or proceeding involving any Licensor Patent Right.
Licensor Patent Rights. To Licensor’s Knowledge, Schedule 1.59 sets forth all Patent Rights owned or licensed by Licensor or its Affiliates, or to which Licensor or its Affiliates otherwise have rights, that Cover a Licensed Compound or a Licensed Product or the Exploitation thereof in the Field or that are necessary for such Exploitation as contemplated as of the Effective Date. All such Patent Rights are subsisting, and to Licensor’s Knowledge, valid and enforceable. No written claim or litigation has been brought or asserted against Licensor or its Affiliates or with respect any such Patent Right (and to Licensor’s Knowledge, no such claims have been threatened) by any Person (a) alleging the invalidity, misuse, unregisterability, unenforceability, or non-infringement of any such Patent Rights, or (b) challenging Licensor’s ownership or control of any such Patent Rights The pending applications included in such Patent Rights are being prosecuted using reasonable efforts in the respective Patent Offices in the Territory in accordance with Applicable Law and Licensor and its Affiliates have presented all material references, documents and information of which it and the inventors are aware to the relevant patent examiner at the relevant Patent Office, and all such Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment, as required under Applicable Law. To Licensor’s Knowledge, each of such Patent Rights properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such patent is issued or such patent application is currently pending. True, complete, and correct copies of the file wrappers, and to the extent in the possession or control of Licensor or its Affiliates or their respective counsel, other non-privileged or non-work-product documents and materials relating to the Prosecution, defense, or maintenance of such Patent Rights have been provided or made available to Licensee.
Licensor Patent Rights. Upon request of Licensee, Licensor shall file for extensions of the Licensor Patent Rights and/or Joint Patent Rights in each country and region, at Licensee’s cost and expense. Licensor shall give written notice to Licensee of the need for extensions of the Licensor Patent Rights to maintain such Licensor Patent Rights at least sixty (60) days before the deadline for any such filing. Licensee may also choose, at its option, to file for any such extension at its own expense. In such case that Licensee chooses to file for any such extension, Licensor shall provide all reasonably requested assistance to Licensee in connection with such filings at Licensee’s request. Licensor shall have the right, but not the obligation, to file for an extension of the Licensor Patent Rights and/or Joint Patent Rights at its expense in any country in which the Licensee declines to pursue an extension.
Licensor Patent Rights. Licensee shall have the right to determine the Licensor Patent Rights for which it will apply for patent extension in any country and/or region for any Product in the Field. Licensee shall file for any such extension at Licensee’s cost and expense. Licensor shall provide all reasonable assistance to Licensee in connection with such filings, provided that Licensee shall, as Licensor shall elect in its sole discretion, either pre-pay or reimburse any out-of-pocket costs incurred by Licensor in providing such assistance.
Licensor Patent Rights. Confidential material redacted and filed separately with the Commission.
Licensor Patent Rights. 10.1 Licensee hereby acknowledges that Licensor owns or Controls all of Licensor Patent Rights and Licensee shall acquire no rights, title or interest whatsoever in or to any of Licensor Patent Rights, except as specifically provided in this Agreement. Without limiting the generality of this Section 10.1, Licensee shall not utilize any Licensor Patent Rights for any purpose whatsoever, except as specifically authorized in this Agreement. Licensee shall not register, or attempt to register, any of Licensor Patent Rights, or otherwise assert any ownership rights with respect to any of Licensor Patent Rights.
Licensor Patent Rights. [***********************************************************(31)]
Licensor Patent Rights. Licensor shall have the sole right, but not the obligation, to file, prosecute and maintain all Licensor Patent Rights using patent counsel selected by Licensor. Licensee shall not disclose to Third Parties the existence of any unpublished patent applications that are Licensor Patent Rights, or any Know-How contained therein that is not otherwise disclosed publicly at the time of filing of any such unpublished patent applications. Licensee shall reimburse Licensor for all of Licensor’s reasonable out of pocket costs incurred in filing, prosecuting and maintaining the Licensor Patent Rights, which amount shall be reduced, on an equal basis, between Licensor and any Third Party(ies) to whom Licensor licenses or grants rights under Licensor Patent Rights for any use or indication other than the Indication. Licensee may opt out of reimbursement of such out of pocket costs with respect to any country within the Territory, in which case the Territory shall be amended to exclude such country and Licensee shall have no right to Commercialize Licensed Products in such country.
Licensor Patent Rights. The rights and obligations of the Parties with respect to the preparation, filing, prosecution, maintenance, and enforcement of Licensor Patent Rights, including Patents for Developments under Section 6.1, are set forth in this Section 8.1.
Licensor Patent Rights. Licensee shall have the first right, but not the obligation, to bring (or defend) and control any action or proceeding with respect to Infringement of a Licensor Patent Right, at Licensee’s own expense and by counsel of its own choice, and Licensor shall have the right to be represented in any such action or proceeding, at Licensee’s expense and by counsel of Licensor’s choice. If Licensee fails to bring any such action or proceeding with respect to Infringement of any Licensor Patent Right within 60 days (or such shorter period as may be required to prevent the waiver or forfeiture of statutory rights) following the notice of alleged Infringement, Licensor shall have the right to bring (or defend) and control any such action at its own expense and by counsel of its own choice.
