Common use of Blocking Patents Clause in Contracts

Blocking Patents. If during the term of the Research Program: (a) a Third Party is granted a Patent relating to a Collaboration Target in the Copromotion Territory; (b) either Party determines, based on the advice of patent counsel, that such Patent may be infringed by the activities of either Party under the Research Program with respect to one or more Collaboration Targets; and (c) the Parties, within ninety (90) days of making the determination in Section 11.7(b) above, determine that no license is available on commercially reasonable terms after having attempted in good faith to obtain such a license from such Third Party; Wyeth shall have the right, exercisable within sixty (60) days after the determination in Section 11.7(c) is made, upon thirty (30) days prior written notice to ViroPharma to terminate that portion of the Research Program under this Agreement covering the Collaboration Targets identified in Section 11.7(b). Upon such termination, subject to Section 11.8 hereof, with respect to such Collaboration Targets neither Party shall have any further rights or obligations under this Agreement, each Party shall retain all rights to its respective Know-How, Prior Inventions and Non-Collaboration Inventions covering only such Collaboration Targets and each Party shall be free to practice any Collaboration Invention and use any Joint-Know-How covering only such Collaboration Targets created by the Parties prior to such termination.

Blocking Patents. If during the term of the Research Program: (a) a Third Party is granted a Patent relating to a Collaboration Target in the Copromotion Territory; (b) either Party determines, based on the advice of patent counsel, that such Patent may be infringed by the activities of either Party under the Research Program with respect to one or more Collaboration Targets; and (c) the Parties, within ninety (90) days of making the determination in Section 11.7(b) above, determine that no license is available on commercially reasonable terms after having attempted in good faith to obtain such a license from such Third Party; Wyeth AHPC shall have the right, exercisable within sixty (60) days after the determination in Section 11.7(c) is made, upon thirty (30) days prior written notice to ViroPharma to terminate that portion of the Research Program under this Agreement covering the Collaboration Targets identified in Section 11.7(b). Upon such termination, subject to Section 11.8 hereof, with respect to such Collaboration Targets neither Party shall have any further rights or obligations under this Agreement, each Party shall retain all rights to its respective Know-Know- How, Prior Inventions and Non-Collaboration Inventions covering only such Collaboration Targets and each Party shall be free to practice any Collaboration Invention and use any Joint-Know-How covering only such Collaboration Targets created by the Parties prior to such termination.