Common use of Certain Patent Matters Clause in Contracts

Certain Patent Matters. To ensure that the ---------------------- manufacturing processes and the technology developed under this Agreement shall not infringe the rights (including any patent or other proprietary rights) of any third parties, Cheminor and Schein shall jointly investigate such matters with regard to each Finished Dosage Form Product and Cheminor Bulk Substance in each jurisdiction included in the Schein Market or the Cheminor Market, as the case may be, with respect to that Finished Dosage Form Product and Cheminor Bulk Substance, and shall keep each other informed of all Finished Dosage Form Product and Cheminor Bulk Substance and process characteristics relevant to any infringement analysis. A patent evaluation of a Finished Dosage Form Product and/or Cheminor Bulk Substance to be used in the manufacture of a Finished Dosage Form Product shall be conducted and completed prior to the start of definitive biostudies (or the equivalent) for such Finished Dosage Form Product. Cheminor and Schein shall monitor the relevant patents for each Finished Dosage Form Product and Cheminor Bulk Substance in each jurisdiction that is the subject of this Agreement and shall promptly notify each other of any events, developments or any other information or knowledge that comes into its possession or to which it has access which may have any potential for claim of infringement of any such patent by virtue of the transactions contemplated hereby. In connection with any patent evaluation contemplated by this Section 5.3, Cheminor shall provide Schein with a description of its manufacturing process for each Cheminor Bulk Substance and each Cheminor Dosage Form Product and Schein shall provide Cheminor with a description of its manufacturing process for each Schein Dosage Form Product. Reasonably promptly after completion of any patent evaluation of a Finished Dosage Form Product or Cheminor Bulk Substance and in no event later than the start of definitive biostudies for a Finished Dosage Form Product, Schein and Cheminor will inform each other whether the results of the evaluation are satisfactory to each of them, and either party shall have the right to terminate the Schein Distribution Right or the Cheminor Distribution Right, as applicable, with respect to that Finished Dosage Form Product (and including, if any, Cheminor Bulk Substance used in such Product) without penalty, if in its discretion, it determines that the results are not satisfactory.