Common use of DILIGENCE AND PATENT PROSECUTION Clause in Contracts

DILIGENCE AND PATENT PROSECUTION. 4.1 The LICENSEE will use its reasonable best efforts to bring one or more LICENSED PRODUCT(S) to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and to continue active, diligent marketing efforts for LICENSED PRODUCTS throughout the life of this AGREEMENT. 4.2 LICENSEE agrees to present to LICENSOR a development plan for each LICENSED PRODUCT within two (2) months of acquiring the relevant LICENSED PATENT. The diligence milestones outlined in the development plans for each LICENSED PRODUCT will be attached to this AGREEMENT as a new Appendix C1. 2.3 etc., no later than two months after LICENSEE acquires the the relevant LICENSED PATENT. To be in compliance with Section 4.1, the LICENSEE must meet the diligence milestones set out in Appendix C, which shall be attached hereto and incorporated herein by reference. 4.3 Article IV is a material term of this AGREEMENT, without which the license grant under Article II would not have been made, and the LICENSEE’S failure to perform in accordance with Sections 4.1 and 4.2 is grounds for the LICENSOR to terminate this AGREEMENT pursuant to Article VII. 4.4 LICENSEE shall be responsible for the cost of prosecution and maintenance of patents and copyrights during the term of this AGREEMENT. LICENSEE shall have the right to appoint and engage patent counsel to prosecute and maintain the LICENSED PATENTS, subject to the approval of LICENSOR, such approval not to be unreasonably or untimely withheld. LICENSOR shall fully cooperate and assist LICENSEE in all related matters. LICENSEE shall provide LICENSOR with copies of all papers received from and to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.5 All patents, patent applications, and copyrights on the LICENSED PATENTS shall be, assigned to LICENSOR, and LICENSOR’S interest therein shall be recorded in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.6 LICENSOR shall provide LICENSEE with copies of all papers, including without limitation, all papers existing prior to the EFFECTIVE DATE, received from and to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.7 LICENSEE shall be entitled, in its discretion, to abandon any application or granted patent or copyright if it considers that the ongoing costs of the same are not justified, provided that LICENSEE notifies LICENSOR prior to such abandonment and allows LICENSOR opportunity to avoid such abandonment. In no event shall such reasonable opportunity be less than three (3) months prior to abandonment. If LICENSEE chooses to abandon an application or granted patent or copyright under this provision and LICENSOR, at its sole expense, continues pursuing the application, granted patent or copyright, LICENSEE shall retain no right to use or exploit the LICENSED PATENTS or any related copyright in the country, territory or jurisdiction which granted the patent or copyright. 4.8 LICENSOR shall have the right to immediately terminate this AGREEMENT, without requirement of notification of default, in the event that LICENSEE challenges, directly or indirectly or at written urging of a third party on behalf of LICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED PATENTS before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction. The parties acknowledge that re-examination proceedings shall not be considered a challenge of the LICENSED PATENTS.

DILIGENCE AND PATENT PROSECUTION. 4.1 The LICENSEE will shall use its reasonable best efforts to bring one or more LICENSED PRODUCT(S) PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS efforts and to continue active, diligent marketing commercially reasonable research and development, and sub-licensing efforts for one or more LICENSED PRODUCTS throughout the life of this AGREEMENTPRODUCTS. 4.2 LICENSEE agrees to present to LICENSOR a development plan for each LICENSED PRODUCT within two (2) months of acquiring the relevant LICENSED PATENT. The diligence milestones outlined in the development plans for each LICENSED PRODUCT will be attached to this AGREEMENT as a new Appendix C1. 2.3 etc.LICENSOR, no later than two months after LICENSEE acquires the the relevant LICENSED PATENT. To be in compliance with Section 4.1shall apply for, the LICENSEE must meet the diligence milestones set out in Appendix C, which shall be attached hereto and incorporated herein by reference. 4.3 Article IV is a material term of this AGREEMENT, without which the license grant under Article II would not have been madeseek issuance or registration of, and the LICENSEE’S failure to perform in accordance with Sections 4.1 and 4.2 is grounds for the LICENSOR to terminate this AGREEMENT pursuant to Article VII. 4.4 LICENSEE shall be responsible for the cost of prosecution and maintenance of maintain patents and copyrights during the term of this AGREEMENT. LICENSEE shall have the right to appoint and engage patent counsel to prosecute and maintain Agreement on the LICENSED PATENTSTECHNOLOGY for subject matter protect able by patent or copyright using counsel which is mutually acceptable to both LICENSEE and LICENSOR. The management of the various tasks and procedures involved shall be the primary responsibility of LICENSOR. LICENSEE, subject to at the approval request of LICENSOR, shall assist LICENSOR in all such approval not tasks and procedures. 4.3 All patents, patent applications, and copyrights on the LICENSED TECHNOLOGY shall be, assigned to LICENSOR, and LICENSOR’s interest therein shall be unreasonably or untimely withheld. recorded in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices at the expense of LICENSOR. 4.4 LICENSOR shall fully cooperate and assist provide LICENSEE in all related matters. LICENSEE shall provide LICENSOR with copies of all papers received from and to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.5 All patents, patent applications, and copyrights on the LICENSED PATENTS shall be, assigned to LICENSOR, and LICENSOR’S interest therein shall be recorded in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.6 LICENSOR shall provide LICENSEE with copies of all papers, including without limitation, all papers existing prior to the EFFECTIVE DATE, received from and to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.7 LICENSEE shall be entitled, in its discretion, to abandon any application or granted patent or copyright if it considers that the ongoing costs of the same are not justified, provided that LICENSOR notifies LICENSEE notifies LICENSOR prior to such abandonment and allows LICENSOR LICENSEE reasonable opportunity to avoid such abandonment. In no event shall such reasonable opportunity be less than three one (3l) months month prior to abandonment. If LICENSEE LICENSOR chooses to abandon an application or granted patent or copyright under this provision and LICENSORLICENSEE, at its sole expense, continues pursuing the application, granted patent or copyright, LICENSEE LICENSOR shall retain no right to exclusively use or exclusively exploit the LICENSED PATENTS technology claimed in a granted patent or any related copyright on the technology which LICENSEE later obtains in the country, territory or jurisdiction which granted the patent or copyright; however LICENSOR shall maintain a non-exclusive right, limited to those rights enumerated in Section 2.1a, b and c. 4.6 LICENSEE may designate foreign countries in which it desires to have filed corresponding patent applications for LICENSED TECHNOLOGY, and LICENSEE shall be responsible for all costs associated with filing, prosecuting and maintaining those patent applications in the designated foreign countries. If LICENSEE does not so designate such foreign countries, then LICENSOR, at its own expense may file, prosecute and maintain patent applications corresponding to LICENSED TECHNOLOGY. 4.8 4.7 Subject to the provision of Section 4.6 LICENSEE shall pay to LICENSOR shall have all documented costs associated with patent prosecution and maintenance of the right to immediately terminate this AGREEMENTLICENSED TECHNOLOGY, without requirement within 30 days of notification receipt of defaultan invoice from LICENSOR. In the event that the costs of patent prosecution and maintenance exceed [********] during any calendar year, or in the event that LICENSEE challenges, directly or indirectly or at written urging of a third party on behalf declaration of LICENSEEinterference or appeal beyond final rejection, whether as LICENSOR and LICENSEE shall negotiate in good faith toward arriving at a claim, a cross-claim, counterclaim, or defensemutually acceptable manner in which the costs associated with patent prosecution and maintenance shall be borne. In any event, the validity or enforceability of any of the LICENSED PATENTS before any court, arbitrator, or other tribunal or administrative agency first [********] paid to LICENSOR by LICENSEE in any jurisdiction. The parties acknowledge calendar year, except for those costs paid in connection with Section 3.2, shall be creditable against the annual minimum payment due in accordance with Section 3.3 in that re-examination proceedings shall not be considered a challenge of the LICENSED PATENTScalendar year.

DILIGENCE AND PATENT PROSECUTION. 4.1 The LICENSEE will use its reasonable best efforts COMMERCIALLY REASONABLE EFFORTS to bring one or more LICENSED PRODUCT(S) PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and to continue active, diligent marketing efforts for market LICENSED PRODUCTS throughout the life of this AGREEMENTAgreement. It is agreed that LICENSEE may meet its obligations under Sections 4.1 and 4.2 of this Article IV through one or more AFFILIATES, SUBLICENSEES, co-promoters, sales representatives, distributors and/or subcontractors. Moreover, LICENSEE shall not be required to obtain regulatory approval for, or market and sell, LICENSED PRODUCTS in countries other than those where, in LICENSEE’s reasonable opinion, there is a significant market for LICENSED PRODUCTS. 4.2 LICENSEE agrees to present to LICENSOR a development plan for each LICENSED PRODUCT within two (2) months of acquiring the relevant LICENSED PATENT. The diligence milestones outlined in the development plans for each LICENSED PRODUCT will be attached to this AGREEMENT as a new Appendix C1. 2.3 etc., no later than two months after LICENSEE acquires the the relevant LICENSED PATENT. To be in compliance with Section 4.1, the LICENSEE must meet the following diligence milestones set out requirements: (i) LICENSEE shall continue to invest at least one hundred thousand dollars ($100,000) each calendar year, including under the SRA, for development of one or more LICENSED PRODUCTS until the first LICENSED PRODUCT is sold. (ii) LICENSEE shall use its COMMERCIALLY REASONABLE EFFORTS to develop and file for regulatory approval of one or more LICENSED PRODUCTS in Appendix Ca timely and diligent manner. (iii) In the event that LICENSEE ceases to progress development of all LICENSED PRODUCTS prior to the first filing of a New Drug Application (NDA) or foreign equivalent for the first LICENSED PRODUCT, which or ceases to market all LICENSED PRODUCTS in a MAJOR MARKET after having launched a LICENSED PRODUCT in such MAJOR MARKET (unless such approval has been revoked), then LICENSEE shall be attached hereto immediately notify LICENSOR of its decision to either cease to develop or cease to market, as applicable. Thereafter, the parties shall meet and incorporated herein by referencediscuss, in good faith, LICENSEE’s reasons for such cessation and a possible continued path forward. If such cessation of COMMERCIALLY REASONABLE EFFORTS to develop or commercialize is due to safety, efficacy, legal or regulatory impediment or other events beyond the reasonable control of LICENSEE, its AFFILIATES and/or SUBLICENSEES, then LICENSEE shall have no obligation beyond the above notification requirement. Otherwise, LICENSEE shall, within ninety (90) days of such notification, propose a commercially reasonable plan to address, in a timely manner, the problem causing the cessation of using its COMMERCIALLY REASONABLE EFFORTS to develop or commercialize and shall have an additional sixty (60) days to resume or commence COMMERCIALLY REASONABLE EFFORTS with respect to the same or a different LICENSED PRODUCT. In the event that LICENSEE does not resume or commence COMMERCIALLY REASONABLE EFFORTS within the one-hundred and fifty (150) day period, LICENSOR shall have the option to terminate this Agreement upon sixty (60) days written notice to LICENSEE unless LICENSEE resumes or commences using its COMMERCIALLY REASONABLE EFFORTS to develop or market at least one LICENSED PRODUCT during such sixty (60) day notice period. 4.3 Article IV is a material term of this AGREEMENTAgreement, without which the license grant granted under Article II would not have been made, and the LICENSEE’S ’s failure to perform in accordance with Sections 4.1 and 4.2 is grounds for the LICENSOR to terminate would constitute a material breach of this AGREEMENT pursuant to Article VIIAgreement. 4.4 LICENSOR shall have exclusive responsibility for the preparation, filing, prosecution, and maintenance of the LICENSED PATENT RIGHTS, including choice of patent counsel; provided, however, that if LICENSOR decides to have the filing, prosecution and/or maintenance of any LICENSED PATENT RIGHTS handled by an outside law firm, whether foreign or domestic, LICENSOR will not select any law firm or lawyer that is not reasonably acceptable to LICENSEE. LICENSOR shall keep LICENSEE fully informed of the preparation and filing of patent applications and of patent prosecution and the maintenance of patents in relation to the LICENSED PATENT RIGHTS, and LICENSEE shall be responsible for given an opportunity to review and provide input with respect thereto, including the cost of right to comment on strategy and prosecution and maintenance make suggestions for claims, and LICENSOR agrees to take into account LICENSEE’s input. Without limiting the foregoing, LICENSOR shall send to LICENSEE and LICENSEE shall receive drafts of patents proposed patent applications, patent office responses and copyrights foreign counsel instructions at least thirty (30) days, where practical, before their submission. LICENSOR shall provide LICENSEE with all reasonable opportunities, including direct access to LICENSOR’s patent counsel, to participate in the drafting of applications, petitions, responses to office actions and other inquiries of patent examining authorities, and in the conduct of interviews with, and other oral arguments to, such authorities. LICENSEE shall also have the right to make requests to LICENSOR as to when and where to file patent applications, continuations, divisionals, continuations-in-part, substitutes, renewals, reissues, extensions, confirmations, reexaminations and registrations with respect to the LICENSED PATENT RIGHTS and LICENSOR will use reasonable efforts to accommodate LICENSEE’s requests. 4.5 LICENSEE shall reimburse all reasonable documented outside legal expenses, not already reimbursed by LICENSEE, incurred by LICENSOR after the Effective Date of the Option Agreement and not already reimbursed by LICENSEE as of the EFFECTIVE DATE, and during the term of this AGREEMENTAgreement by LICENSOR in filing, prosecuting and maintaining the LICENSED PATENT RIGHTS (the “Patent Prosecution Costs”), within thirty (30) days after receipt of an undisputed invoice from LICENSOR. Any payments to LICENSOR’s counsel are made with the understanding that such payments do not create an attorney-client relationship between LICENSEE shall have the right to appoint and engage such counsel. 4.6 LICENSOR or its patent counsel shall inform LICENSEE in a timely manner (in writing, including via email) as to prosecute and maintain all developments with respect to the LICENSED PATENTSPATENT RIGHTS on a worldwide basis, subject including all actions necessary for the filing, prosecution, issuance and maintenance of LICENSED PATENT RIGHTS (including promptly furnishing LICENSEE with copies of all correspondence in relation thereto including copies of communications from the Patent and Trademark Office, including foreign patent offices, and correspondence from foreign patent counsel) and shall promptly furnish to the approval of LICENSOR, such approval not to be unreasonably or untimely withheld. LICENSOR shall fully cooperate and assist LICENSEE in all related matters. LICENSEE shall provide LICENSOR with copies of all papers received from and to be filed in connection with the U.S. Patent and Trademark Officeprosecution thereof in sufficient time for LICENSEE to comment thereon. LICENSEE shall promptly instruct LICENSOR in writing whether to take such action at LICENSEE’s expense. Provided LICENSOR has timely notified LICENSEE of any proposed actions as provided for herein, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.5 All patents, patent applications, and copyrights on if LICENSOR does not receive from LICENSEE written or oral instruction to take the LICENSED PATENTS shall be, assigned to LICENSOR, and LICENSOR’S interest therein shall be recorded in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.6 LICENSOR shall provide LICENSEE with copies of all papers, including without limitation, all papers existing action at issue within fifteen (15) days prior to the EFFECTIVE DATEstatutory bar date for such action, received from and to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.7 LICENSEE shall be entitled, in its discretion, to abandon any application or granted patent or copyright if it considers that the ongoing costs of the same are not justified, provided that LICENSEE notifies LICENSOR prior to such abandonment and allows LICENSOR opportunity to avoid such abandonment. In no event shall such reasonable opportunity be less than three (3) months prior to abandonment. If LICENSEE chooses to abandon an application or granted patent or copyright under this provision and LICENSOR, at its sole expense, continues pursuing the application, granted patent or copyright, LICENSEE shall retain no right to use or exploit the LICENSED PATENTS or any related copyright in the country, territory or jurisdiction which granted the patent or copyright. 4.8 LICENSOR shall have the right no obligation to immediately terminate this AGREEMENT, without requirement of notification of default, in the event that LICENSEE challenges, directly take or indirectly or at written urging of a third party on behalf of LICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of have taken such action to protect the LICENSED PATENTS before any courtPATENT RIGHTS at issue, arbitrator, or other tribunal or administrative agency in any jurisdiction. The parties acknowledge that re-examination proceedings shall not be considered a challenge even if the result is the irrevocable loss of the LICENSED PATENTSrights.

DILIGENCE AND PATENT PROSECUTION. 4.1 The LICENSEE will use its reasonable best efforts COMMERCIALLY REASONABLE EFFORTS to bring one or more LICENSED PRODUCT(S) PRODUCTS to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and to continue active, diligent marketing efforts for market LICENSED PRODUCTS throughout the life of this AGREEMENTAgreement. It is agreed that LICENSEE may meet its obligations under Sections 4.1 and 4.2 of this Article IV through one or more AFFILIATES, SUBLICENSEES, co-promoters, sales representatives, distributors and/or subcontractors. Moreover, LICENSEE shall not be required to obtain regulatory approval for, or market and sell, LICENSED PRODUCTS in countries other than those where, in LICENSEE’s reasonable opinion, there is a significant market for LICENSED PRODUCTS. 4.2 LICENSEE agrees to present to LICENSOR a development plan for each LICENSED PRODUCT within two (2) months of acquiring the relevant LICENSED PATENT. The diligence milestones outlined in the development plans for each LICENSED PRODUCT will be attached to this AGREEMENT as a new Appendix C1. 2.3 etc., no later than two months after LICENSEE acquires the the relevant LICENSED PATENT. To be in compliance with Section 4.1, the LICENSEE must meet the following diligence milestones set out in Appendix C, which shall be attached hereto and incorporated herein by reference.requirements: [* * *] 4.3 Article IV is a material term of this AGREEMENTAgreement, without which the license grant granted under Article II would not have been made, and the LICENSEE’S ’s failure to perform in accordance with Sections 4.1 and 4.2 is grounds for the LICENSOR to terminate would constitute a material breach of this AGREEMENT pursuant to Article VIIAgreement. 4.4 LICENSOR shall have exclusive responsibility for the preparation, filing, prosecution, and maintenance of the LICENSED PATENT RIGHTS, including choice of patent counsel; [* * *]. LICENSOR shall keep LICENSEE fully informed of the preparation and filing of patent applications and of patent prosecution and the maintenance of patents in relation to the LICENSED PATENT RIGHTS, and LICENSEE shall be responsible for given an opportunity to review and provide input with respect thereto, including the cost of right to comment on strategy and prosecution and maintenance make suggestions for claims, and LICENSOR agrees to take into account LICENSEE’s input. Without limiting the foregoing, LICENSOR shall send to LICENSEE and LICENSEE shall receive drafts of patents proposed patent applications, patent office responses and copyrights foreign counsel instructions at least [* * *] before their submission. LICENSOR shall provide LICENSEE with all reasonable opportunities, including direct access to LICENSOR’s patent counsel, to participate in the drafting of applications, petitions, responses to office actions and other inquiries of patent examining authorities, and in the conduct of interviews with, and other oral arguments to, such authorities. LICENSEE shall also have the right to make requests to LICENSOR as to when and where to file patent applications, continuations, divisionals, continuations-in-part, substitutes, renewals, reissues, extensions, confirmations, reexaminations and registrations with respect to the LICENSED PATENT RIGHTS and LICENSOR will [* * *]. 4.5 LICENSEE shall reimburse [* * *], not already reimbursed by LICENSEE, incurred by LICENSOR after [* * *] and not already reimbursed by LICENSEE as of the EFFECTIVE DATE, and during the term of this AGREEMENTAgreement by LICENSOR in filing, prosecuting and maintaining the LICENSED PATENT RIGHTS (the “Patent Prosecution Costs”), within [* * *]. [* * *]. 4.6 LICENSOR or its patent counsel shall inform LICENSEE [* * *] (in writing, including via email) as to all developments with respect to the LICENSED PATENT RIGHTS on a worldwide basis, including all actions necessary for the filing, prosecution, issuance and maintenance of LICENSED PATENT RIGHTS (including [* * *] furnishing LICENSEE with copies of all correspondence in relation thereto including copies of communications from the Patent and Trademark Office, including foreign patent offices, and correspondence from foreign patent counsel) and shall [* * *] furnish to LICENSEE copies of all papers received and filed in connection with the prosecution thereof in sufficient time for LICENSEE to comment thereon. LICENSEE shall [* * *] instruct LICENSOR in writing whether to take such action [* * *]. [* * *]. 4.7 If LICENSOR decides to file patent applications, continuations, divisionals, continuations-in-part, substitutes, renewals, reissues, extensions, confirmations, reexaminations or registrations with respect to the LICENSED PATENT RIGHTS in any countries other than those countries where LICENSEE has directed LICENSOR to file under Section 4.4, [* * *] shall be responsible for [* * *] associated with the LICENSED PATENT RIGHTS in such countries. If LICENSEE declines to pay [* * *], LICENSOR shall have the right to (i) [* * *] or (ii) [* * *]. In the former case, [* * *]. In the latter case [* * *]. 4.8 If LICENSOR decides to abandon prosecution or maintenance of any patent application or patent within the LICENSED PATENT RIGHTS in a country where LICENSEE has requested LICENSOR to make and maintain such filing or patent, LICENSOR shall provide LICENSEE written notice of LICENSOR’s intent to abandon such application or patent in sufficient time to permit LICENSEE in its discretion to continue such prosecution or maintenance. In such event, LICENSEE shall have the right to appoint continue prosecution of said application, or maintenance of such patent [* * *], on behalf of LICENSOR and engage patent counsel LICENSEE. In such event, LICENSOR shall execute all documents and perform such acts [* * *] for LICENSEE to prosecute and maintain the LICENSED PATENTS, subject to the approval of LICENSOR, continue such approval not to be unreasonably prosecution or untimely withheldmaintenance. LICENSOR shall fully cooperate and assist also notify LICENSEE in all related matters. LICENSEE shall provide writing if LICENSOR with copies of all papers received from and decides not to be filed in the U.S. Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright offices. 4.5 All patents, file any patent applications, and copyrights on continuations, divisionals, continuations-in-part, substitutes, renewals, reissues, extensions, confirmations, reexaminations or registrations with respect to any of the LICENSED PATENTS shall be, assigned to LICENSOR, and LICENSOR’S interest therein PATENT RIGHTS which may be suggested by LICENSEE. Such notice shall be recorded given in the U.S. Patent sufficient time to permit LICENSEE in its discretion to prepare such filings, in which case LICENSOR shall execute all documents and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright officesperform such acts [* * *] for LICENSEE to make such filings. 4.6 LICENSOR 4.9 LICENSEE shall provide LICENSEE with copies of all papers, including without limitation, all papers existing prior to the EFFECTIVE DATE, received from and to be filed in the U.S. reimburse Patent and Trademark Office, U.S. Copyright Office, and corresponding foreign patent and copyright officesProsecution Costs as follows: [* * *]. 4.7 LICENSEE shall be entitled, in its discretion, to abandon any application or granted patent or copyright if it considers that the ongoing costs of the same are not justified, provided that LICENSEE notifies LICENSOR prior to such abandonment and allows LICENSOR opportunity to avoid such abandonment. In no event shall such reasonable opportunity be less than three (3) months prior to abandonment. If LICENSEE chooses to abandon an application or granted patent or copyright under this provision and LICENSOR, at its sole expense, continues pursuing the application, granted patent or copyright, LICENSEE shall retain no right to use or exploit the LICENSED PATENTS or any related copyright in the country, territory or jurisdiction which granted the patent or copyright. 4.8 4.10 LICENSOR shall have the right to immediately [* * *] terminate this AGREEMENT, without requirement of notification of default, Agreement in the event that LICENSEE challenges, directly or indirectly or at written urging of a third party on behalf of LICENSEE, whether as a claim, a cross-claim, counterclaim, or defense, the validity or enforceability of any of the LICENSED PATENTS before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction. The parties acknowledge that re-examination proceedings shall not be considered a challenge of the LICENSED PATENTS[* * *].