Common use of Novartis Fallback Right Clause in Contracts

Novartis Fallback Right. If BeiGene decides not to Prosecute or Maintain a BeiGene Trademark in any country in the Novartis Territory or intends to allow such BeiGene Trademark in the Novartis Territory to lapse or become abandoned without having first filed a substitute, it will notify and consult with Novartis of such decision or intention at least […***…] prior to the date upon which the subject matter of such BeiGene Trademark will lapse or become abandoned, and Novartis will thereupon have the right, but not the obligation, to assume the Prosecution and Maintenance thereof at Novartis’s sole cost and expense (each, an “Novartis Assumed Trademark”), through trademark counsel of its choice, (b) BeiGene shall take all actions reasonably necessary to assign and transfer ownership of such Novartis Assumed Trademark to Novartis, and (c) such Novartis Assumed Trademark will no longer deemed to be part of the licenses granted to BeiGene pursuant to this Agreement. To the extent that Novartis assumes such responsibility, BeiGene shall promptly deliver to Novartis copies of all necessary files related to any BeiGene Trademark with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Novartis to assume such activities, at Novartis’s request and otherwise provide such cooperation and assistance as Novartis may request following such transfer in connection with Novartis’ Prosecution and Maintenance of such Novartis Assumed Trademark.

Novartis Fallback Right. If BeiGene at any time on and after the License Effective Date, ▇▇▇▇▇▇▇ decides not to Prosecute or Maintain a BeiGene Trademark in any country in the Novartis Territory or intends to allow such BeiGene Trademark in the Novartis Territory to lapse or become abandoned without having first filed a substitute, (i) it will notify and consult with Novartis of such decision or intention at least […***…] prior to the date upon which the subject matter of such BeiGene Trademark will lapse or become abandoned, and Novartis will thereupon have the right, but not the obligation, to assume the Prosecution and Maintenance thereof at Novartis’s sole cost and expense (each, an “Novartis Assumed Trademark”), through trademark counsel of its choice, (bii) BeiGene shall take all actions reasonably necessary to assign and transfer ownership of such Novartis Assumed Trademark to Novartis, and (ciii) such Novartis Assumed Trademark will no longer deemed to be part of the licenses granted to BeiGene pursuant to this Agreement. To the extent that Novartis assumes such responsibility, BeiGene shall promptly deliver to Novartis copies of all necessary files related to any BeiGene Trademark with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Novartis to assume such activities, at Novartis’s request and otherwise provide such cooperation and assistance as Novartis may request following such transfer in connection with Novartis’ Prosecution and Maintenance of such Novartis Assumed Trademark.