Examples of Adolor Patent Rights in a sentence
Pfizer shall have the right to review and comment upon any such submission by Adolor to a patent office that could affect the scope of coverage or validity of any claim of the Adolor Patent Rights to the extent relating to any Named Compound or Licensed Product, and will provide such comments, if any, no later than ten (10) days prior to the applicable deadline or intended filing date.
Pfizer shall have the first right, but not the obligation, to seek, in Adolor’s name if so required, patent term extensions, and supplemental protection certificates and the like, available under Law including under 35 U.S.C. § 156 and applicable foreign counterparts, in any country in the Territory in relation to the Adolor Patent Rights.
If Pfizer elects to pay such Patent Costs with respect to such Adolor Patent Rights that are otherwise payable by Adolor, then such Adolor Patent Rights will not be taken into account in determining the Royalty Term in the applicable Country(ies).
This Agreement may not be assigned or otherwise ---------- transferred; provided, however, that Adolor may assign this Agreement to an Affiliate or to any successor in connection with the transfer or sale of all or substantially all of its business assets related to the Adolor Patent Rights or its total business, or in the event of its merger, consolidation, or change of control, so long as such assignee or transferee agrees in writing to abide by the terms and conditions hereof.
In consideration of Adolor’s research and development costs incurred in the past and the licenses granted by Adolor to Pfizer under Adolor Patent Rights and the Adolor Know-How under this Agreement, within ten (10) days after the Effective Date, Pfizer shall pay to Adolor a non-creditable, non-refundable amount of thirty million United States Dollars (US $30,000,000) pursuant to the invoice attached hereto as Schedule 7.1.
Except to the extent the following is unenforceable under the Law of a particular Country where a patent application within the Adolor Patent Rights is pending or a patent within the Adolor Patent Rights is issued, Adolor shall be permitted to terminate this Agreement by written notice effective upon receipt if Pfizer or its Affiliates directly, or indirectly through a Third Party, commence or maintain any Patent Challenge.
Adolor will keep Pfizer fully informed of the status of the Adolor Patent Rights and will provide Pfizer with copies of all substantive documentation submitted to, or received from, any patent offices in connection therewith.
Adolor will provide such written notice to Pfizer upon the earlier of (i) its decision with respect to any of the foregoing, or (ii) ninety (90) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Abandoned Adolor Patent Rights.
In such event, Pfizer shall have the right to make the filing, or to continue the prosecution or maintenance of such Abandoned Adolor Patent Rights in Adolor’s name, if necessary, and at Pfizer’s expense, provided that such Abandoned Adolor Patent Rights shall thereafter cease to be Adolor Patent Rights.
Adolor will notify Pfizer in writing of any decision (a) not to file applications for, (b) not to enter the national phase in a particular designated country with respect to a PCT patent application for, (c) not to validate an issued patent in a designated country for, or (d) to cease prosecution and/or maintenance of, any Adolor Patent Rights (herein any such Adolor Patent Rights will be “Abandoned Adolor Patent Rights”).