Provision Language
Definitions
“Patents” means Patents shall mean any unexpired letters patent or any patent applications as set forth in Exhibit A hereto, that are granted or pending, relating to the Substance and/or Product and made a part of this Agreement, including divisionals, continuations, continuations–in–part, reissues, renewals, substitutions, registrations, re–examinations, revalidations, extensions, supplementary protection certificates, pediatric exclusivity, and the like of any such patents and patent applications, and international (e.g. WIPO), regional (e.g., EPO, EA), and foreign national equivalents of the foregoing.
MSD–MPP Agreement
2. Scope Of The Grant
2.13 If MPP becomes aware of a possible infringement of the Patents by a Third Party in any country, MPP will notify MSD immediately so that MSD may decide, in its sole discretion, whether any action is necessary. For the avoidance of doubt, MPP shall ensure that the Sublicensee is aware and abide by the notification requirements of this Section 2.12.
2.14 In the event that MSD institutes an action at its expense against alleged third– party infringers with respect to Substance or any Product, or takes action to defend the Patents, MPP agrees to cooperate in good faith with MSD in such action, upon the request of MSD and at MSD’s cost. Any recovery obtained by MSD as a result of such a proceeding or other action shall be retained by MSD.
Form of Sublicense Agreement
5. Intellectual Property
5.4 The Licensee shall have no rights in relation to the conduct of any matter relating to the Patents, including the filing, prosecution, and maintenance thereof.
5.5 If Licensee becomes aware of a possible infringement of the Patents by a Third Party in any country, Licensee will notify MSD, through MPP, immediately. The decision on whether any legal action is necessary or appropriate shall belong to MSD.
5.6 In the event that MSD institutes an action at its expense against alleged third–party infringers with respect to Substance or any Product, or takes action to defend the Patents, Licensee agrees to cooperate in good faith with MSD in such action, upon the request of MSD and at MSD’s cost. Any recovery obtained by MSD as a result of such a proceeding or other action shall be retained by MSD.