Control of Prosecution Clause Samples

POPULAR SAMPLE Copied 4 times
Control of Prosecution. As between the Parties, Newco shall have the right, at its expense, to Prosecute and Maintain the Licensed Patent Rights, using counsel chosen by Newco. In connection with the Prosecution and Maintenance of Licensed Patent Rights, Newco shall: (i) keep the Company reasonably informed with respect to the status of Prosecution and Maintenance of the Licensed Patent Rights as they pertain to Defined Organ Transplant Diagnostic Products, and shall at a minimum provide the Company with semi-annual written reports with respect to the same; (ii) furnish to Company copies of all material documents filed with or received from any patent office after the Closing Date in the course of such Prosecution and Maintenance, provided that such documents pertain to any Defined Organ Transplant Diagnostic Products; and (iii) allow Company reasonable opportunity to comment on material documents before being filed with any patent office with respect to the Licensed Patent Rights to the extent that such documents pertain to any Defined Organ Transplant Diagnostic Products and the Newco shall reasonably incorporate or implement any comments provided by Company with respect to such matters in such material documents; provided, however, that in each case, prior to disclosure to Company hereunder, Newco shall have the right to redact any information that does not pertain to Defined Organ Transplant Diagnostic Products.
View SourceView Similar (3)
Control of Prosecution. 3.1. As of the Effective Date Isis shall be responsible for the prosecution, maintenance and filing of any patent applications claiming solely Arising IP 2 and Arising IP 4 (“Isis Patents”). Isis shall have the final decision in relation to such filing, prosecution and maintenance of Isis Patents. However Isis shall: a) copy Summit on all material correspondence relating to Isis Patents and provide Summit with a reasonable opportunity to comment on such material correspondence; b) consult with Summit prior to making any material decisions in relation to Isis Patents and take into consideration any comments received from Summit; c) save that in the case of an emergency, Isis may proceed without first informing or consulting with Summit provided that disclosure of such action shall be made to Summit as soon as practicable thereafter. 3.2. From the Effective Date, Summit shall be responsible for the filing, prosecution and maintenance of any patent application or patent claiming any of the Arising IP 1 or Arising IP 3 (“Summit Patents”). However Summit shall: a) copy Isis on all material correspondence relating to Summit Patents and provide Isis with a reasonable opportunity to comment on such material correspondence; b) consult with Isis prior to making any material decisions in relation to Summit Patents and obtain Isis’s prior written consent to such material decisions (such consents not to be unreasonable withheld delayed or conditioned); c) save that in the case of an emergency, Summit may proceed without first informing or consulting with Isis provided that disclosure of such action shall be made to Isis as soon as practicable thereafter. 3.3. The parties shall agree which patent agents shall be used to advise on the filing, prosecution and maintenance of any patents and patent applications covering the Arising IP. For clarity, different patent agents may be agreed in relation to patents and patent applications claiming different Arising IP Types. 3.4. Summit shall be responsible for all costs relating to the filing of any patent application or patent claiming any of Arising IP 1 or Arising IP 3, including Summit Patents. Isis shall be responsible for the costs relating to the filing of any patent application or patent claiming Arising IP other than Arising IP 1 or Arising IP 3, including Isis Patents. Summit agrees to reimburse Isis for [**]% of the reasonable third party costs incurred by Isis in prosecution, filing and maintenance of the patents and ...
View Source
Control of Prosecution. CFF will be solely responsible for deciding to file separate patent applications on Validated Hits or Leads ***, and Development Candidates and Products in the CF Field and all methods for treating CF developed hereunder for the CF Field (and corresponding expenses). Patent applications for Validated Hits and Leads that CFF determines to file *** will be filed by Aurora for CFF which patent applications and patents secured may be controlled by CFF pursuant to this Section 5.4 if they become Development Candidates; provided, however if CFF does not pay for milestones for such Development Candidates, sole control of such patents and patent applications will revert to Aurora and Aurora will then be responsible for expenses incurred after such reversion date. CFF will have sole responsibility and sole control, at CFF's expense, for the filing, prosecution (including an opposition or interference) and maintenance of such CF Field patents and patent applications upon payment of Development Candidate milestones of Sections 3.3.4 and 4.4 for patent applications pursuing patent protection of such Development Candidates and Products and the pharmaceutical uses thereof for the CF Field; provided, however that CFF and any licensee or successor in interest to such applications covenants ***. Aurora will have sole responsibility and sole control, at Aurora's expense, for the filing, prosecution (including an opposition or interference) and maintenance of patents and patent applications claiming Hits, Leads, Development Candidates and Products and the pharmaceutical uses thereof and any Inventions developed hereunder for the Pulmonary Field *** (subject to CFF rights of prosecution in this Section 5.4); provided, however CFF will have the reasonable right to review and comment on patent prosecution matters in the Pulmonary Field. The Parties will provide each other with information developed under the Collaboration that is necessary for the prosecution of patent applications in the CF Field and Pulmonary Field pursuant to this Section 5.4, for enforcement rights under Section 5.5 and to satisfy any obligations under 37 C.F.R. ss.1.56 relating to the duty of disclosure.
View Source
Control of Prosecution. As between the Parties, Dow shall control the Prosecution and Maintenance of all Assets. Notwithstanding the foregoing, Dow agrees to: (i) provide Pfenex with copies of all patent applications, continuations, divisionals, re-examinations, reissues, any and all office actions and requests for patent term extensions and the like including foreign counterparts thereof in existence as of the Effective Date within the Production Techniques Patents at least fifteen (15) business days before the due date for comment or with respect to foreign applications and office actions, as soon as reasonably practicable before the due date for comment; and (ii) consult in good faith with Pfenex regarding such matters with respect to the Field. Such copies may be provided electronically. For the purposes of this Section 7.01, “Prosecution and Maintenance” (including variations such as “Prosecute and Maintain”) shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as continuations, divisionals, re-examinations, reissues and requests for patent term extensions and the like with respect to such Patent, together with the conduct of interferences, oppositions and other similar proceedings with respect to a Patent.
View SourceView Similar (3)
Control of Prosecution. As between the Parties, in all jurisdictions in the Territory, (i) BMS will have the sole and exclusive right, but not the obligation, to Prosecute the BMS Collaboration Patents, the BMS Compound Patents and the Product Specific Patents; (ii) Exscientia will have the sole and exclusive right, but not the obligation, to Prosecute any Background Patents that are not Product Specific Patents and Exscientia Collaboration Patents that are not Product Specific Patents; and (iii) BMS will have the first right, but not the obligation, to Prosecute the Joint Collaboration Patents that are not Product Specific Patents, and Exscientia will have a back-up right to these activities. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
View Source
Control of Prosecution. (a) Prior to the Employment Termination Date, PCF&G shall have the sole right in its discretion to control the preparation, filing and prosecution of any and all applications within the Licensed Patents, and Tobi▇ ▇▇▇ll execute and deliver such papers and do such acts as PCF&G may reasonably request in its sole discretion to enable it to exercise such control. Notwithstanding any other provision of this Agreement, PCF&G shall have no obligation (i) to prepare or prosecute any application for patent, copyright registration or other legal right, (ii) to accept instructions or directions from Tobi▇ ▇▇ any other entity regarding such preparation or prosecution, (iii) to continue the preparation or prosecution of any such application, or (iv) to maintain any such application, or any patent or other legal right based thereon. (b) PCF&G shall keep Tobi▇ ▇▇▇ely informed of application filings, office actions and responses in the case of applications within the Licensed Patents, and shall give reasonable consideration of any written recommendations regarding the prosecution of such applications received from Tobi▇, ▇▇ovided that such applications are under the control of PCF&G pursuant to Section 4.2 hereof. In the event that PCF&G determines not to pursue or to continue to pursue the prosecution of any patent application under its control pursuant to Section 4.2 hereof, then PCF&G shall give notice to Tobi▇ ▇▇▇ficiently prior to any deadline for taking action in the prosecution of such patent application so that Tobi▇ ▇▇▇ choose, in his sole discretion, whether to pursue such prosecution at his sole expense. (c) Following the Employment Termination Date, within sixty days of such date, Tobi▇ ▇▇▇ll have the right, upon notice given to PCF&G, to choose, in his sole discretion, to control the preparation, filing and prosecution of any and all applications within the Licensed Patents, and PCF&G shall execute and deliver such papers and do such acts as PCF&G may reasonably request in its sole discretion to enable it to exercise such control. If Tobi▇ ▇▇▇s not timely exercise such right, then PCF&G may, in its sole discretion, continue to prosecute such applications.
View Source
Control of Prosecution. As between the Parties, Pfenex shall control the Prosecution and Maintenance of all Licensed Patents. Notwithstanding the foregoing, Pfenex agrees to: (i) provide Dow with copies of all patent applications, continuations, divisionals, re-examinations, any and all office actions, reissues and requests for patent term extensions and the like including foreign counterparts thereof in existence as of the Effective Date and within the Licensed Patents, at least fifteen (15) business days before the due date for comment; and (ii) consult in good faith with Dow regarding such matters with respect to a Dow Field. For the purposes of this Section 5.02, “Prosecution and Maintenance” (including variations such as “Prosecute and Maintain”) shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as continuations, divisionals, re-examinations, reissues and requests for patent term extensions and the like with respect to such Patent, together with the conduct of interferences, oppositions and other similar proceedings with respect to such Patent.
View Source
Control of Prosecution. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) MG shall not refuse to undertake, nor shall it abandon the Prosecution of any item of the Licensed Patents or Joint Intellectual Property anywhere in the Territory and relevant to the Field without the prior written consent of Pharmion. Such consent shall be deemed granted by Pharmion within thirty (30) days following MG’s written request therefor, unless, prior to the expiration of such thirty (30) day period, Pharmion notifies MG in writing of its decision to withhold such consent and agrees to assume responsibility for the payment of the costs of Prosecution of any such Licensed Patents. In such event, Pharmion shall have the right to be kept fully and promptly informed of and directly involved in the Prosecution of such item of Licensed Patents or Joint Intellectual Property, and MG shall consult with Pharmion and duly consider any reasonable comment, proposal or suggestion of Pharmion with respect thereto. (b) Pharmion shall not refuse to undertake, nor shall it abandon the Prosecution of any item of the Pharmion Patent Rights, patent application included within the Pharmion Blocking Patents anywhere in the Territory and relevant to the Field without the prior written consent of MG. Such consent shall be deemed granted by MG within thirty (30) days following Pharmion’s written request therefor, unless, prior to the expiration of such thirty (30) day period, MG notifies Pharmion in writing of its decision to withhold such consent and agrees to assume responsibility for the payment of the costs of Prosecution of any such Pharmion Patent Rights. In such event, MG shall have the right to be kept fully and promptly informed of and directly involved in the Prosecution of such patent application at its sole expense and Pharmion shall consult with MG and duly consider any reasonable comment, proposal or suggestion of MG with respect thereto.
View Source

Related to Control of Prosecution

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Control of Litigation (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 7.1(b) or 7.1(c) of this Agreement and of any Losses which any such Indemnitee deems to be within the ambit of Section 7.1(b) or 7.1(c) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereof shall cooperate in the defense or prosecution thereof. (b) The Indemnitors shall not be liable under Sections 7.1 hereof with respect to any Losses resulting from a claim or demand the defense of which the Indemnitors were not offered the opportunity to assume as provided under Section 7.2(a) hereof to the extent the Indemnitors' liability under Sections 7.1 hereof is prejudiced as a result thereof.

  • Prosecution Hospital shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and patents included in Patent Rights. Company shall reimburse Hospital for Patent Costs incurred by Hospital relating thereto in accordance with Section 4.2.

  • Control of Defense An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any such Damages to the extent resulting from, or arising out of, such Third-Party-Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

  • Control of Tax Contests (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreement. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.