SGEN Clause Samples
SGEN. During the term of this Agreement, SGEN agrees to comply with the following with respect to each SGEN Background Agreement, but solely to the extent such SGEN Background Agreement relates to rights granted hereunder by SGEN with respect to a CoDev Product: (i) keep PIRS reasonably informed of any material development pertaining to (including any request or proposal to materially amend or modify) such SGEN Background Agreement; (ii) maintain each such SGEN Background Agreement in full force and effect; (iii) perform its obligations under each such SGEN Background Agreement; (iv) timely pay all license fee, maintenance fee, royalty, milestone, sublicensing revenue or similar payment obligations due pursuant to any such SGEN Background Agreement; (v) not terminate any such SGEN Background Agreement without the prior written consent of PIRS, which consent shall not be unreasonably withheld or delayed; and (vi) not amend, or waive any right under, any such SGEN Background Agreement that would adversely affect the rights granted to PIRS hereunder for a CoDev Product without the prior written consent of PIRS which consent shall not be unreasonably withheld or delayed.
SGEN. Notwithstanding anything to the contrary in Section 11.4.1, SGEN will have the sole right and responsibility to apply for and obtain any patent term extension, supplementary protection certificates or similar extension of rights for any Joint Patent Covering a Collaboration Product in the SGEN Territory. To the extent necessary, PIRS agrees to execute any authorization or instruments, make any filings, or take such further actions as may be requested by SGEN to implement and obtain any such patent term extension, supplementary protection certificates or similar extension of rights. SGEN will have the sole right but not the obligation to apply for and obtain any patent term extension, supplementary protection certificates or similar extension of rights, using any SGEN Building Block IP. At SGEN’s request, PIRS shall reasonably consider applying for such an extension with respect to any Patent within the PIRS Building Block IP, PIRS Platform IP or PIRS Platform Improvement IP.