By Nogra Sample Clauses

By Nogra. In no event will any of the Nogra Patent Rights fail to be filed or be permitted to lapse or be abandoned in any country, or no new patent application be filed claiming priority to a patent application with the Nogra Patent Rights before such patent application’s issuance, or extended, without Nogra first being given an opportunity to assume full responsibility for the continued Prosecution of such Nogra Patent Rights, unless such failure to file, lapse, abandonment or filing is jointly agreed upon by the Parties. In the event that the Parties acting jointly cannot agree on whether or not to file or continue the Prosecution of or extend a patent application or patent within the Nogra Patent Rights in any country at least forty-five (45) days prior to any filing deadline or pending lapse or abandonment thereof (including because any dispute resolution process under Sections 13.7(a) and 13.7(b) has not yet been completed), Nogra will have the right, but not the obligation, to assume sole responsibility for the Prosecution of such patent rights, with counsel of Nogra’s own choice, by delivery by Nogra of written notice to Licensee of its election to assume such sole responsibility. Any such patent application(s) and patent(s) will remain a “Nogra Patent Right” hereunder, [***].

By Nogra. If Licensee elects not to settle, defend or bring any action for infringement described in Section 9.2(a) within six (6) months after the becoming aware of such suspected infringement or action or proceeding, (and in all events at least ten (10) days before the end of the applicable Xxxxx-Xxxxxx Time Period, as defined below), then Nogra may defend or bring such action at its own expense, in its own name and entirely under its own direction and control, subject to the following: Licensee will reasonably assist Nogra in any action or proceeding being defended or prosecuted if so requested, and will join such action or proceeding if requested by Nogra. Licensee will have the right to participate in any such action or proceeding with its own counsel at its own expense and without reimbursement. For purposes of this Agreement, “Xxxxx-Xxxxxx Time Period” means the applicable period of time during which a patent holder or licensee has the right to file an infringement suit to maintain certain rights and privileges upon receipt of Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application or an application under § 505(b)(2) of the United States Food, Drug, and Cosmetic Act (as amended), or any other similar patent certification by a Third Party, or any foreign equivalent thereof.