Intellectual Property Maintenance. Licensed Patents shall be filed, prosecuted and maintained worldwide by APBI Holdings or a Third Person patent counsel designated by APBI Holdings . Lilly will waive any conflict of interest that may arise as a result of such counsel representing the interests of both licensee and licensor. APBI Holdings shall have the ultimate responsibility for and control over such matters and shall bear all expenses incurred in filing, prosecuting and maintaining Licensed Patents. APBI Holdings or its designee shall keep Lilly reasonably informed of the filing, prosecution and maintenance of Licensed Patents, and shall furnish to Lilly copies of substantive documents (e.g., office actions, responses, etc.) relevant to any such efforts in advance with ten (10) working days for Lilly to review and provide comments on such documents, and shall use its reasonable efforts to incorporate the comments and suggestions of Lilly, if any. If APBI Holdings decides to allow any Licensed Patent to lapse without entry of the national phase in one or more countries designated in such application, or if APBI Holdings wishes to abandon or allow to lapse any Licensed Patent, APBI Holdings shall notify Lilly in writing not less than thirty (30) days prior to taking such action, and if Lilly so requests, APBI Holdings shall transfer and assign to Lilly its rights under the patent or patent application in the country or countries so affected and Lilly may assume control of the same at Lilly’s sole expense. In the event that APBI Holdings receives a restriction requirement from a patent office for a Licensed Patent that restricts out patent claims related only to Compounds, APBI Holdings shall inform Lilly in a timely manner to enable Lilly to pursue such patent claims independently of APBI Holdings, in which Lilly shall be solely responsible for all costs and expenses related thereto.
Intellectual Property Maintenance. Following the Closing, NeoSan will have the sole right to file, prosecute and maintain, at its sole cost and expense, (i) the Product Intellectual Property and (ii) any patent applications or Patents that cover a NeoSan New Product(s) developed by NeoSan or its Affiliates. Lilly will be responsible for and promptly pay when due all fees necessary to and will otherwise maintain the Licensed Trademark and Trade Dress (other than the Common Law Licensed Trade Dress).
Intellectual Property Maintenance. Following the Closing, Buyer will have the sole right (but not the obligation) to file, prosecute and maintain, at its sole cost and expense any patent applications, Patents, Trademark Registrations and Domain Names that cover or relate to the CV Products. Following the Closing, Buyer shall be responsible for recording the assignment of the assigned Patents, Domain Names and Trademark Registrations with the U.S. Patent and Trademark Office and other authorities or entities as it deems appropriate, at its own cost and expense (including any attorney fees and filing fees). Seller shall fully cooperate with Buyer, as and to the extent reasonably requested by Buyer after the Closing Date, at Buyer’s sole cost and expense, to secure any further registration of, or to enforce or defend, any Patents, Trademarks, Registrations, Domain Names or other intellectual property rights related to the CV Products for the benefit of Buyer and to execute assignments and any other documents to effect the transfer of such Patents, Trademarks, Registrations, Domain Names or other intellectual property rights related to the CV Products to Buyer.
Intellectual Property Maintenance. Following the Closing, Buyer will have the sole right (but not the obligation) to file, prosecute and maintain, at its sole cost and expense any patent applications, Patents, Trademark Registrations and Domain Names that cover or relate to the Product. Buyer will be responsible for and promptly pay when due all fees necessary to and will otherwise maintain the patent applications, Patents, Trademark Registrations and Domain Names. Following the Closing, Buyer shall be responsible for recording the assignment of the assigned Patents, Domain Names and Trademark Registrations with the U.S. Patent and Trademark Office and other authorities or entities as it deems appropriate, at its own cost and expense (including any attorney fees and filing fees). Seller shall fully cooperate with Buyer, as and to the extent reasonably requested by Buyer after the Closing Date, to secure any further registration of, or to enforce or defend, any Patents, Trademarks, Registrations, Domain Names or other intellectual property rights related to the Product for the benefit of Buyer and to execute assignments and any other documents to effect the transfer of such Patents, Trademarks, Registrations, Domain Names or other intellectual property rights related to the Product to Buyer.
Intellectual Property Maintenance. Following the Closing, upon the mutual agreement of the Parties, the Nuprim Shareholders will have the right (but not the obligation) to file, prosecute and maintain, at the sole cost and expense of Motif, with such cost and expense not to exceed $10,000, any applications for Intellectual Property rights that cover or relate to the Iclaprim Assets. Motif will be responsible for and promptly pay when due all fees, up to $10,000, necessary to and will otherwise maintain the applications.
Intellectual Property Maintenance. Drexel controls the preparation, prosecution and maintenance of the Patent Rights and the selection of intellectual property counsel, with input from Company. If, however, Company desires to manage the preparation, prosecution and [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. maintenance of the Patent Rights with input from Drexel, then Company and Drexel will enter into with intellectual property counsel an Intellectual Property Management Agreement in the form attached as Exhibit D. Drexel shall not abandon any patent application or patent in the Patent Rights provided Company continues reimbursing Drexel for the prosecution and maintenance thereof.
Intellectual Property Maintenance. Following the Closing, Advancis will have the sole right to file, prosecute and maintain, at its sole cost and expense, (a) the Assigned Intellectual Property and (b) any patent applications or Patents that cover Advancis New Product(s). Lilly will be responsible for and promptly pay when due all fees necessary to and will otherwise maintain the Licensed Patents, Licensed Trademark and Trade Dress. Following the Closing, Advancis shall be responsible for recording the assignment of the Assigned Intellectual Property with the U.S. Patent and Trademark Office and other authorities as it deems appropriate, at its own cost and expense (including any attorney fees and filing fees).
Intellectual Property Maintenance. SIGA shall control and be solely responsible for, at its sole discretion, the filing, preparation, prosecution, enforcement, maintenance and defense of the SIGA Intellectual Property worldwide and all claims and other aspects related thereto at SIGA’s sole cost and expense, except as set forth in Section 7.3.
Intellectual Property Maintenance. Lilly shall have the right to file, prosecute and maintain Licensed Patents worldwide, at its own expense. Lilly shall have the ultimate responsibility for and control over such matters. Lilly shall be responsible for all of its out-of-pocket expenses incurred in filing, prosecuting and maintaining Licensed Patents. Lilly shall keep Neurogenetics informed of the filing, prosecution and maintenance of Licensed Patents, and shall furnish to Neurogenetics copies of substantive documents (e.g., applications, office actions and responses) relevant to any such efforts in advance with sufficient time for Neurogenetics to review and provide comments on such documents, and shall in good faith take such comments into account. If Lilly decides to allow any Licensed Patent to lapse or if Lilly wishes to abandon any Licensed Patent, Lilly shall notify Neurogenetics in writing not less than sixty (60) days prior to taking such action, and Neurogenetics shall have the right to assume the responsibility for such Licensed Patents. If Neurogenetics does so, then Neurogenetics may assume control of the same at Neurogenetics’ sole expense (it being understood that all other rights under the license to such Licensed Patent in other countries and to all other Licensed Patents in all countries under Article 2 continue).
Intellectual Property Maintenance. Following the Closing Date, Xxxxx will have the sole right to file, prosecute and maintain, at its sole cost and expense, (i) the Product Intellectual Property and (ii) any patent applications or patents that cover a Xxxxx New Product(s) developed by Xxxxx or its Affiliates. Xxxxx will be responsible for recording the change of ownership of the Product Intellectual Property with any Governmental or Regulatory Authorities at its cost and expense, and Lilly will provide reasonable cooperation in connection therewith upon request by Xxxxx. Xxxxx (or its designee) will be responsible for and promptly pay or cause to be paid when due all fees necessary to and will otherwise maintain the Licensed Trademark and Trade Dress (other than the Common Law Licensed Trade Dress) and Product Licensed Patent. In the event Lilly elects to exploit any Xxxxx New Products outside the Territory and Xxxxx elects not to file, prosecute and maintain intellectual property rights associated with Xxxxx New Products ("Xxxxx New Product IP") after being requested by Lilly in writing to do so, Lilly may, but will not be obligated to, file, prosecute and maintain Xxxxx New Product IP in Applicable Markets; provided that any such intellectual property rights relating to a Xxxxx New Product will be the sole property of Xxxxx.
