its
respective patents worldwide (the TANABE PATENTS with respect to TANABE and the
VIVUS PATENTS with respect to VIVUS); provided TANABE shall reimburse VIVUS'
patent costs for prosecuting and maintaining the VIVUS PATENTS outside the
TERRITORY, such reimbursement creditable against any payments due by TANABE
under any license obtained pursuant to Section 2.5(b). TANABE shall promptly
give notice to VIVUS of the grant, lapse, revocation, surrender, invalidation or
abandonment of any TANABE PATENT. VIVUS shall promptly give notice to TANABE of
the grant, lapse, revocation, surrender, invalidation or abandonment of any
VIVUS PATENT. In the event that applicable law in any country of TERRITORY
provides for the extension of the term of any TANABE PATENT which TANABE is
prosecuting or maintaining, TANABE shall apply for and use its reasonable
efforts to obtain such an extension and VIVUS agrees to cooperate with TANABE in
obtaining such extension. In the event that applicable law in any country of
TERRITORY provides for the extension of the term of any VIVUS PATENT which VIVUS
is prosecuting or maintaining, VIVUS shall apply for and use its reasonable
efforts to obtain such an extension and TANABE agrees to cooperate with VIVUS in
obtaining such extension.
15.
Infringement
15.1
THIRD PARTY Infringement. If VIVUS or TANABE becomes
aware of any activity that it believes represents a substantial infringement of
the TANABE PATENT, the Party obtaining such knowledge shall promptly advise the
other of all relevant facts and circumstances pertaining to the potential
infringement. VIVUS and TANABE shall thereafter consult and cooperate fully to
determine a course of action, including but not limited to, the commencement of
legal action to terminate any infringement of the TANABE PATENT. However, TANABE
shall have the first right to initiate and prosecute such legal proceedings, at
its own expense and in the name of TANABE, and to control the defense of any
declaratory judgment action relating to the
[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT
WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
24
TANABE PATENT. VIVUS shall cooperate with TANABE in such effort, including being
joined as a party to such action if necessary.
15.2
VIVUS Right to Pursue THIRD PARTY Infringers. If
TANABE does not proceed, within sixty (60) days after receiving notice from
VIVUS of a potential infringement of TANABE PATENT or within sixty (60) days
after providing VIVUS with notice of such infringement, either (i) in
terminating such infringement or (ii) in instituting an action to prevent
continuation thereof, or if TANABE notifies VIVUS that it does not plan to
terminate the infringement of TANABE PATENT or to institute any such action,
then VIVUS shall have the right to do so. TANABE shall cooperate with VIVUS in
such effort, including being joined as a party to such action if necessary.
15.3
Updating. Each Party shall keep informed of
development in any action