Common use of Joint Inventions Clause in Contracts

Joint Inventions. As regards any joint invention by the Parties hereunder, the Party from whom the majority of the data underlying any such joint invention arose (the “controlling Party”) will have the first right, but not the obligation, to undertake filing(s), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-filing Party will assign all of its rights to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Inventions. As regards any joint invention (1) Any Inventions that are conceived, reduced to practice or created under this Agreement that are not NuPathe Inventions or LTS Inventions shall be jointly owned by the Parties hereunder(‘Joint Inventions”). (2) Each of LTS and NuPathe will promptly disclose to the other in writing any Invention that might, under the applicable patent laws, be patentable and constitute a Joint Invention that would be owned by, or jointly owned with, the Party from whom the majority of the data underlying any such joint invention arose other party pursuant to this Section 9.03. With respect to all patent applications (including amendments, continuations or continuations in part) related to Joint Inventions (the “controlling Joint Patent Applications”), the Parties shall determine which Party shall be responsible for filing, prosecuting, maintaining and defending patent applications and patents on behalf of both Parties (the “Responsible Party”) will have based on a good faith determination of the first right, but not relative contributions of the obligation, Parties to undertake filing(s), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) invention and the relative level of interest of the Parties will, in the Invention. At least twenty (20) days prior to the contemplated filing of the such patent application, agree on mutually acceptable sharing the Responsible Party shall submit a substantially completed draft of the costs Joint Patent Applications to the other Party and expenses of provide such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying comment on any such joint invention fails documents prior to undertake filing. The Responsible Party shall also promptly provide the filing(s) other Party with copies of any substantive prosecution correspondence received directly or indirectly from a patent office or from local patent counsel assisting with patent prosecution of such patent application applications and the other Party shall have an opportunity to review and comment on any response thereto. The Responsible Party will consider in good faith the other Party’s comments and suggestions with respect to Joint Patent Applications and/or substantive prosecution correspondence and shall use its Commercially Reasonable Efforts to prepare, file, prosecute and maintain Joint Patents, in the Territory that provide the broadest possible coverage for the Product and shall not take any actions that would lessen or minimize coverage without the other Party’s prior written approval. (3) Any Joint Patent Applications shall be filed and registered in the name of LTS and NuPathe. Except as set forth below, the Parties shall share equally the costs of the preparation, filing, prosecution and maintenance of all Joint Patent Applications. (4) If the Responsible Party does not wish to file, prosecute or maintain any Joint Patent Application or maintain or defend such invention within [***] days after receipt of written notice from a patent in a particular country, it shall grant the other Party that any necessary authority to file, prosecute and maintain such a patent application or maintain or defend such a patent in the name of both Parties. (5) If either Party elects not to pay its portion of any shared costs for a Joint Patent Application or patent issuing therefrom, the other Party believes filing(s) of may proceed with such an application by such Party is appropriate, such other Party may undertake such filing(s) Joint Patent Application in its own name and at its own sole expense, in which case the non-filing Party will electing not to pay its share of costs shall assign all of its rights entire right, title and interest in and to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent Joint Patent Application to the other Party, who will then have Party and such invention shall be treated as a sole Invention of the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expenseassignee.

Joint Inventions. As regards any joint invention by For Joint Inventions, the Parties hereunder, the shall consult and agree upon (i) which Party from whom the majority of the data underlying any such joint invention arose (the “controlling Party”) will shall have the first right, but not the obligation, right of election to undertake filing(s), prosecution prepare and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with file a copy of any such proposed priority patent application for review and comment reasonably the Joint Invention, in advance the name of filingboth Parties, and (ii) will keep sharing of costs. The Party having the non-controlling Party reasonably informed first right of the status of such filing, prosecution election may elect to prepare and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expensecost. Notwithstanding anything to the contrary, in which case if the Parties agreed to share costs, the non-filing Party will assign all of its rights to such joint invention to shall reimburse the filing Party in an amount equal to one-half of the reasonable out-of-pocket expenses incurred by the filing Party in preparing and any subsequently issued filing such patent thereon will be owned solely by application, within thirty (30) days after receipt of an itemized invoice from the filing Party. Either Should the Party may assign its having the first right of election elect not to prepare and/or file any such patent application, it shall (i) provide the other Party with written notice as soon as reasonably possible after making such election but in any event no later than sixty (60) days before the other Party would be faced with a possible loss of rights hereunder in a Major Country, (ii) give the other Party the right, at the other Party's election and sole expense, to any jointly owned inventionprepare and file the priority application in the name of both Parties, inventorship certificate, patent application or patent and (iii) offer reasonable assistance to the other Party in connection with such preparation and filing at no cost to the other Party except for reimbursement of reasonable out-of-pocket expenses incurred by the Party owning the Invention in rendering such assistance. The filing Party shall perform corresponding foreign filings, at its own cost and in the name of both Parties, after having discussed the countries for foreign filings with the non-filing Party within nine (9) months after the priority filing. Notwithstanding anything to the contrary, for corresponding foreign filings filed in agreed upon countries, if the Parties agreed to share costs, the non-filing Party shall reimburse the filing Party in an amount equal to one-half of the reasonable out-of-pocket expenses incurred by the filing Party in preparing and filing such corresponding foreign filings, within thirty (30) days after receipt of an itemized invoice from the filing Party. Should the Parties not agree on the countries for foreign filings, who either Party will then have the right, right to file the subject of the priority application in the name of both Parties in any country of its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and own choice at its sole own cost and expensein any country where the Parties do not agree as to filing.

Joint Inventions. As regards any joint invention (a) Inventions developed, conceived or first reduced to practice, as those terms are used before the U.S. Patent and Trademark Office, by statute and under common law, jointly by the Parties hereunderparties (the "Joint Inventions"), will be jointly owned by the parties, each party having an equal and undivided interest therein, without the duty to account to the other for any use made of such Joint Inventions. Notwithstanding the foregoing, neither party may use the Joint Inventions in any way which would harm the other's ownership interest therein. The parties agree to mutually determine whether a patent application or applications will be filed on such Joint Inventions, the Party from whom party which will prepare and file such application or applications, and the majority country or countries in which the same are to be filed. The patent expenses incurred will be divided equally between the *** Portions of this page have been omitted to a request for Confidential Treatment and filed separately with the commission. parties. (b) If the parties are not able to mutually agree to file an application or applications on a Joint Invention, either one of the data underlying any parties may elect to assume such joint invention arose expenses (the “controlling "Electing Party”) will have the first right, but not the obligation, to undertake filing(s"), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing The Electing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) control the preparation and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably all rights in advance of filing, and (ii) any patents granted thereon will keep belong exclusively to the non-controlling Party reasonably informed Electing Party. The party declining to bear its share of the status expenses of prosecuting or maintaining patents covering a Joint Invention (the "Declining Party") agrees to execute any and all forms, assignments or other documents to effect the foregoing; provided, however, that the Declining Party will *** *** *** ; provided further, however, that such filing, prosecution and maintenance, includingDeclining Party will *** *** or the U.S. Government. Neither party may, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority consent of the data underlying other party (which consent may be withheld for any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-filing Party will assign all of its rights to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the rightreason, in its sole and absolute discretion), to assume the filingassign or otherwise transfer its interest in any Joint Invention, prosecution and/or maintenance thereof except as the sole owner thereof and at its sole cost and expenseexpressly provided herein.

Joint Inventions. As regards any joint invention by the Parties hereunder, the Party from whom the majority of the data underlying any such joint invention arose (the “controlling Party”) will have the first right, but not the obligation, to undertake filing(s), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] ([***]) days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-filing Party will assign all of its rights to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Inventions. As regards any joint invention by the Parties hereunder, the Party from whom the majority of the data underlying any such joint invention arose (the “"controlling Party”") will have the first right, but not the obligation, to undertake filing(s), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-filing Party will assign all of its rights to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.to

Joint Inventions. As regards any joint invention by For Joint Inventions, the Parties hereunder, the shall consult and agree upon (i) which Party from whom the majority of the data underlying any such joint invention arose (the “controlling Party”) will shall have the first right, but not the obligation, right of election to undertake filing(s), prosecution prepare and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with file a copy of any such proposed priority patent application or Copyright for review and comment reasonably the Joint Invention, in advance the name of filingboth Parties, and (ii) sharing of costs, although the presumption is that Roche will keep prepare, file and prosecute such patent application. The Party having the non-controlling Party reasonably informed first right of the status of such filing, prosecution election may elect to prepare and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) or Copyright at its own expensecost. Notwithstanding anything to the contrary, in which case if the Parties agreed to share costs, the non-filing Party will assign all of its rights to such joint invention to shall reimburse the filing Party in an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] incurred by the filing Party in preparing and any subsequently issued filing such patent thereon will be owned solely by application or Copyright, within thirty (30) days after receipt of an itemized invoice from the filing Party. Either Should the Party may assign its rights hereunder having the first right of election elect not to prepare and/or file any jointly owned invention, inventorship certificate, such patent application or patent Copyright, as the case may be, it shall (i) provide the other Party with written notice as soon as reasonably possible after making such election but in any event no later than sixty (60) days before the other Party would be faced with a possible loss of rights in a Major Country, (ii) give the other Party the right, at the other Party's election and sole expense, to prepare and file the priority application or Copyright in the name of both Parties, and (iii) offer reasonable assistance to the other Party in connection with such preparation and filing at no cost to the other Party except for [CONFIDENTIAL TREATMENT REQUESTED] incurred by the Party owning the Invention in rendering such assistance. The filing Party shall perform corresponding foreign filings, at [CONFIDENTIAL TREATMENT REQUESTED], after having discussed the countries for foreign filings with the non-filing Party within nine (9) months after the priority filing or Copyright filing. Notwithstanding anything to the contrary, for corresponding foreign filings filed in agreed upon countries, if the Parties agreed to share costs, the non-filing Party shall reimburse the filing Party in an amount equal to [CONFIDENTIAL TREATMENT REQUESTED] incurred by the filing Party in preparing and filing such corresponding foreign filings, within thirty (30) days after receipt of an itemized invoice from the filing Party. Should the Parties not agree on the countries for foreign filings, who either Party will then have the right, right to file the subject of the priority application or Copyright in [CONFIDENTIAL TREATMENT REQUESTED] in any country of its discretion, own choice at [CONFIDENTIAL TREATMENT REQUESTED] in any country where the Parties do not agree as to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Inventions. As regards Any inventions relating to a Product, its administration, formulation or clinical use arising from the Parties' efforts under this Agreement that are jointly made by both Parties (i.e., an invention in which one or more inventors from each Party, including individuals normally obliged to assign an invention to a Party, have made an inventive contribution as determined by United States Patent Law), and any joint invention patent applications and patents thereon, shall be jointly owned by the Parties. With respect to any such joint invention, the Parties hereunderintend that after consultation with each other, the filing, prosecution and maintenance of any patent applications thereon will be under the control of the Party from whom the majority of the data underlying any such joint invention arose patent application arises (the “controlling "Controlling Party”) will "), and the Controlling Party shall have the first right, right (but not the obligation, ) to undertake filing(s)such filings, prosecution prosecutions and maintenance of inventorship certificate(s)at its sole expense, patent application(sprovided that: (a) and patent(sthe Controlling Party notifies the non-Controlling Party within one (1) thereon. In connection with any such filing(s), month after the filing of any priority patent application by the Controlling Party; (b) the Controlling Party will use patent counsel mutually acceptable to each informs the non-Controlling Party within eight (in its reasonable determination) and 8) months from the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of priority application whether and in which countries it intends to file convention applications; (c) the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Controlling Party (i) will provide provides the non-controlling Controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party promptly with copies of all communications received from or filed in patent office(s) offices with respect to such filing, filings; and (Bd) by providing the Controlling Party provides the non-controlling Party, Controlling Party a reasonable time prior to taking or failing to take any action that would affect the scope or validity of rights under any such filing patent applications or patents (including the but not limited to substantially narrowingnarrowing or canceling any claim, cancellation abandoning any patent or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, not filing or the failure to file or perfect perfecting the filing of any claim(s) patent application in any country), with prior written notice of such proposed action or inaction so that the non-controlling Controlling Party has a reasonable opportunity to review and commentmake comments. If In the event that the Controlling Party breaches the foregoing obligations regarding updating and consultation, and such breach is not cured with thirty (30) days of a written notice from whom the majority of non-Controlling Party to the data underlying any Controlling Party describing such joint invention breach, or in the event that the Controlling Party fails to undertake the filing(s) filing of any such a patent application with respect to any such invention within [***] ninety (90) days after receipt of a written notice from by the other non-Controlling Party to the Controlling Party that the other non- Controlling Party believes filing(s) filing of such an application by such Party is appropriate, such other the non-Controlling Party may undertake such filing(s) filing, prosecution and maintenance at its own sole expense, in which case the non-filing Controlling Party will shall assign all of its rights to such joint invention to the filing Party non-Controlling Party, and any patent application and subsequently issued patent thereon will shall be owned solely by the filing non-Controlling Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Inventions. As regards any joint invention by the Parties hereunder, the Party from whom the majority of the data underlying any such joint invention arose (the “controlling Party”) will have the first right, but not the obligation, to undertake filing(s), prosecution and maintenance of inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with any such filing(s), the filing Party will use patent counsel mutually acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, (A) by providing the non-controlling Party with copies of all communications received from or filed in patent office(s) with respect to such filing, and (B) by providing the non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and comment. If the Party from whom the majority of the data underlying any such joint invention fails to undertake the filing(s) of any such patent application with respect to any such invention within [***] ninety (90) days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-filing Party will assign all of its rights to such joint invention to the filing Party and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to any jointly owned invention, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.