Patent Counsel. Licensor will work closely with Licensee to develop a suitable strategy for the prosecution and maintenance of all Patents Rights; provided that Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights. Licensor will confer with Licensee regarding the choice of patent counsel and will identify to Licensee the patent attorney selected to file and prosecute the Patent Rights. It is intended that Licensee will interact directly with the selected patent counsel in all phases of patent prosecution: preparation, office action responses, filing strategies for continuation or divisional applications, and other related activities. Licensor will request that copies of all documents prepared by the selected patent counsel be provided by patent counsel to Licensee for review and comment prior to filing, to the extent practicable under the circumstances. Licensee will be billed and will pay all documented costs and fees and other charges incident to the preparation, prosecution, and maintenance of the Patent Rights within thirty (30) days of receipt of invoice from the selected patent attorney. All patent applications and patents will be in the name of Licensor, owned by Licensor and included as part of the Patent Rights licensed pursuant to this Agreement.
Patent Counsel. Gilead shall have the right to use outside patent counsel in the prosecution or maintenance of any Achillion Patent at any time during the term of this Agreement; provided, however, that Achillion may object to the retention or continued retention of such counsel if Achillion reasonably believes such retention would be prejudicial to its intellectual property interests (including, without limitation, conflicts of interest, such as if outside counsel prosecutes patents for products similar to the Licensed Product(s) for Third Parties). In all cases, Achillion shall provide cooperation to Gilead or any patent counsel selected by Gilead (and not reasonably objected to by Achillion as provided for in this Section 9.2(d)), including, without limitation, providing references, publications or documents, granting interviews and access to scientists, providing data and laboratory notebooks, and granting interviews with or otherwise providing Achillion employees where necessary for further prosecution of Patents.
Patent Counsel. The parties shall use patent counsel to be mutually agreed upon. Initially, such counsel shall be Xxxxxx Xxx-Xxx Xxxx, Esq. In the event that Licensee believes that Xx. Xxxx is not providing the appropriate level of service or expertise, then Licensor and Licensee will meet to propose new counsel that is mutually acceptable to both parties.
Patent Counsel. The Responsible Party may also select outside patent counsel to represent the Responsible Party, should the Responsible Party elect to use outside patent counsel (or determine that such Counsel shall represent both Parties) (the "COLLABORATION PATENT COUNSEL"). Gilead shall have the right at any time during the term of this Agreement to object to the retention of any outside Collaboration Patent Counsel that Gilead reasonably believes would be prejudicial to its intellectual property interests (including, without limitation, conflicts of interest, such as if Collaboration Patent Counsel prosecutes patents for products similar to the Collaboration Collaboration Compound Products for Third Parties) which objection shall be considered by the Patent Committee meeting without the Collaboration Patent Counsel in attendance. Collaboration Patent Counsel shall prepare, file, prosecute, and maintain Collaboration Patents. Collaboration Patent Counsel shall have final responsibility for determining, with respect to Collaboration Patents: (i) whether, consistent with U.S. laws regarding inventorship, to correct or supplement the inventors listed on the invention disclosure form in view of the activities conducted under the Research Program, and (ii) whether, consistent with applicable U.S. law regarding inventorship, the respective invention was made solely or jointly by Gilead and/or Genelabs consistent with US patent law. As used herein, "prosecution" shall include interferences, reexaminations, reissues, oppositions, and the like.
Patent Counsel. CaRDiMa shall retain as its principal patent -------------- counsel for purposes of filing patents relating to Target Technology for the three (3) year period following the Effective Date the same patent counsel retained by Target during such period; provided, however, that CaRDiMa shall have the ability to retain other patent counsel in the event that CaRDiMa believes, in good faith, that there exists or may exist a conflict of interest between CaRDiMa and Target with respect to the subject matter for which such separate counsel has been retained; and provided further that CaRDiMa may retain separate patent counsel at any time if approved in advance by Target, which approval shall not be unreasonably withheld.
Patent Counsel. Within fourteen (14) days after the Closing, Seller shall notify its patent counsel of the assignment of the Assigned Patents, and shall instruct such counsel to cooperate with Purchaser regarding maintaining responsibility for ongoing prosecution of the Assigned Patents and/or transferring such responsibility to Purchaser’s patent counsel, in each case, at Purchaser’s expense.
Patent Counsel. Xxxxxx & Xxxxxx shall indicate that they served as special counsel to the Company with respect to patents and proprietary rights, and shall deliver an opinion in form and substance agreeable to the Representatives and to Underwriters' Counsel.
Patent Counsel. Licensor agrees to allow Licensee to select the patent attorney, with the requirement that Licensor must consent, in writing, to such selected patent attorney, or any subsequent or new patent attorney, which consent shall not be unreasonably withheld. Licensor acknowledges that the Chicago based patent law firm, Wood Xxxxxxxx is acceptable to it and agrees to transfer to the firm within thirty (30) days of the Effective Date all of the files relating to the Patent Rights. The selected patent attorney will agree to keep both licensor and Licensee informed as to all material information, material communications with governmental patent offices, material issues and decisions, and related matters applicable to prosecuting the patent applications for the Patent Rights and for maintaining the Patent Rights in good standing. Licensee will support, in consultation with Licensor, its selection of jurisdictions to support and any changes therein in sufficient time to allow licensor to direct Licensee to prosecute and maintain, at Licensor’s expense, some or all of the Patent Rights in the notified jurisdictions. Licensee shall and shall cause its selected patent attorney to provide Licensor with a copy of material communications from any patent authority, shall provide Licensor reasonable opportunity to review and comment on such prosecution efforts, and shall receive and reasonably consider Licensor’s timely and commercially practicable comments and requests for changes. Licensee and the selected patent attorney shall not change any inventorship designations and shall not drop or reduce any claim in a pending patent application which may adversely affect the Patent Rights or royalties of licensor without first consulting with Licensor.