Celldex Controlled Patent Rights Sample Clauses

Celldex Controlled Patent Rights. Upon Pfizer’s request to Celldex, Celldex shall request the Third Party Licensors to (i) execute and file those notices and other filings as Pfizer shall request be made, from time to time, with the United States Patent and Trademark Office (or any successor agency) or any analogous patent office in the Territory with respect to the rights granted under this Agreement and (ii) maintain at all times during the Term sole ownership of the patents under the Celldex Controlled Patent Rights.
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Celldex Controlled Patent Rights. (i) The Celldex Patent Rights licensed to Celldex under the Third Party Licenses are referred to herein as “Celldex Controlled Patent Rights.” Celldex will keep Pfizer fully-informed of the status of the Celldex Controlled Patent Rights and will promptly provide Pfizer with copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith, as provided by Third Party Licensors. With respect to any comments that Celldex is required to or otherwise intends to submit to a Third Party Licensor, Celldex shall provide a draft of such submission to Pfizer at least thirty (30) days (or as soon as possible if the Third Party Licensor provides Celldex with less than thirty (30) days’ notice of a matter requiring or allowing comment), prior to submission to the Third Party Licensor, the patent office deadline for submission or the intended filing date of such submission, whichever is earliest. Pfizer shall have the right to review and comment upon any such submission by Celldex to a Third Party Licensor and to prepare any other comments that Pfizer would like to be submitted to the Third Party Licensor, and will provide such comments, if any, no later than ten (10) days prior to the applicable deadline or intended filing date. Celldex shall consider in good faith all comments provided by Pfizer. If Celldex disagrees with any comment provided by Pfizer, Celldex shall provide Pfizer with an explanation for such disagreement. If Pfizer does not accept Celldex’s explanation, Pfizer shall have the final decision-making authority with respect to the matter in dispute; provided, however, that if Pfizer decides to abandon prosecution of any potentially patentable claims in an application, Celldex may request the Third Party Licensor to file such claims in any available further application. (ii) Celldex shall take all reasonable steps to cause Third Party Licensors to maintain for the full life thereof all patents under the Celldex Controlled Patent Rights. If Celldex would like to (A) allow the Third Party Licensors to cease prosecution or maintenance of or (B) cease to pay the expenses of prosecution or maintenance of any Celldex Controlled Patent Rights in any country, Celldex will provide notice and an explanation to Pfizer ninety (90) days prior to any filing or payment due date, or any other due date that requires action (or immediately upon notice to Celldex by the Third Party Licensor of such Third Party Licensor’s decis...
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Celldex Controlled Patent Rights. Subject to the terms of *, Pfizer shall have the exclusive right, but not the obligation, to seek, *, patent term extensions, and supplemental protection certificates and the like available under Law, including 35 U.S.C. § 156 and applicable foreign counterparts, in any country in the Territory in relation to the Celldex Controlled Patent Rights. Celldex and Pfizer shall cooperate in connection with all such activities. Pfizer will not consider the royalties payable under this Agreement to Celldex when making a patent term extension election in relation to the Celldex Controlled Patent Rights. Pfizer, its agents and attorneys will give due consideration to all suggestions and comments of Celldex regarding any such activities, but in the event of a disagreement between the parties, Pfizer will have the final decision-making authority; provided, however, that Pfizer shall seek to extend any Celldex Controlled Patent Right at Celldex’s request, including through the use of supplemental protection certificates and the like, unless in Pfizer’s reasonable legal determination such Celldex Controlled Patent Right may not be extended under Law without limiting Pfizer’s right to extend any other Patent Right.
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Related to Celldex Controlled Patent Rights

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Licensed Patent Rights The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of:

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • Licensed Patents Immune Design, at its expense, shall have the first right to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory so that IDRI may be concurrently and promptly informed of the continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the name of IDRI shall remain in the name of IDRI. Immune Design shall use commercially reasonable efforts to ***, as applicable. To the extent such ***, Immune Design shall provide IDRI reasonable opportunity to review and comment on such prosecution efforts regarding such Licensed Patents in the Territory, and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall promptly provide IDRI with written notice of such determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall provide such reasonable assistance at its own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights to such Licensed Patent in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Agreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.