Common use of Step-In Right Clause in Contracts

Step-In Right. If Lyra elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra will give Lian notice thereof within a reasonable period (but not less than [***] days) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of Lyra’s responsibility for Prosecuting any of the Patent Rights to Lian under this Section 7.2(b) (Step-In Right), (i) Lyra will promptly deliver to Lian copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and (ii) such Patent Right shall no longer extend the Royalty Term pursuant to Section 6.2(b) (Royalty Term).

Appears in 2 contracts

Samples: License and Collaboration Agreement (Lyra Therapeutics, Inc.), License and Collaboration Agreement (LianBio)

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Step-In Right. If Lyra Landos elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra Landos will give Lian notice thereof within a reasonable period (but not less than [***] days]) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of Lyra’s Landos’ responsibility for Prosecuting any of the Patent Rights to Lian under this Section 7.2(b) (Step-In Right), (i) Lyra Landos will promptly deliver to Lian copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and (ii) such Patent Right shall no longer extend the Royalty Term pursuant to Section 6.2(b) (Royalty Term). Thereafter, Lian will keep Landos reasonably informed of the status of such Prosecution of such Patent Rights.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Landos Biopharma, Inc.), License and Collaboration Agreement (LianBio)

Step-In Right. If Lyra [***] elects not to continue to Prosecute prosecute or maintain a given Patent Right within the Licensed Patent Rights or Joint Patent Rights Patents in the Field in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra will give Lian notice thereof within a reasonable period (but not less than [***] days) will give [***] notice thereof [***] prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian [***] will have the right to prosecute or maintain such Patent Right. [***] will have the right, but not the obligation, to assume responsibility for continuing the Prosecution prosecution of such Patent Rights in the Field in such Region, including Region and paying any required fees to maintain such Patent Rights in the Field in such RegionRegion or defending such Patent Rights, all at Lian[***]’s sole expense and expense, through patent counsel or agents of its choice. [***] will not become an assignee of any such Patent Rights as a result of its assumption of any such responsibility. Upon transfer of Lyra[***]’s responsibility for Prosecuting filing, prosecuting and maintaining any of the Patent Rights to Lian [***] under this Section 7.2(b) (Step-In Right), (i) Lyra [***] will promptly deliver to Lian [***] copies of all necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian [***] to assume such Prosecutionprosecution, maintenance and defense, and (ii) such Patent Right Rights shall no longer extend thereafter be deemed not to be a part of the Royalty Term pursuant Licensed Patents under this Agreement, unless and until [***] elects not to Section 6.2(b) (Royalty Term)continue to prosecute or maintain such Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (LianBio)

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Step-In Right. If Lyra Licensor elects not to continue to Prosecute a given Patent Right within the Licensed Patent Rights or Joint Patent Rights in the Territory pursuant to Section 7.2(a) (In the Territory), then Lyra Licensor will give Lian notice thereof within a reasonable period (but not less than [***] days]) prior to allowing such Patent Rights to lapse or become abandoned or unenforceable, and Lian will have the right, but not the obligation, to assume the Prosecution of such Patent Rights in such Region, including paying any required fees to maintain such Patent Rights in such Region, all at Lian’s sole expense and through patent counsel or agents of its choice. Upon transfer of LyraLicensor’s responsibility for Prosecuting any of the Patent Rights to Lian under this Section 7.2(b) (Step-In Right), (i) Lyra Licensor will promptly deliver to Lian copies of all 132941282_13 necessary files related to the Patent Rights with respect to which responsibility has been transferred and will take all actions and execute all documents reasonably necessary for Lian to assume such Prosecution, and (ii) such Patent Right shall no longer extend the Royalty Term pursuant to Section 6.2(b) (Royalty Term). Thereafter, Lian will keep Licensor reasonably informed of the status of such Prosecution of such Patent Rights.

Appears in 1 contract

Samples: License and Collaboration Agreement (LianBio)

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