Common use of Licensed Patents Clause in Contracts

Licensed Patents. (i) Spruce shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Licensed Patent in the Spruce Territory, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement in the Spruce Territory, then HBM Alpha shall have the right to join such enforcement action at its own cost and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such action, at HBM Alpha’s cost and expense. In such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense. (ii) Neither Party shall settle any such suit or action under Section 9.4.2(a)(i) in any manner that would admitting the invalidity of, or otherwise negatively impact the Licensed Patents or that would limit or that would limit or restrict the ability of HBM Alpha or Spruce to sell the Licensed Products in the HBM Alpha Territory or Spruce Territory, respectively, without the prior written consent of the other Party.

Licensed Patents. (i) Spruce Licensor shall have the first right, right (but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Licensed Patent in the Spruce Territory, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action ) to enforce the applicable Licensed Patent against such Infringement IP in the Spruce TerritoryField (each, then HBM Alpha a “Competing Field Infringement”), and to defend against any declaratory judgment or post-grant action (or other challenge) with respect thereto, at its own expense and shall notify Licensee of such enforcement actions. If Licensor fails to bring or defend any such action against a Competing Field Infringement within: (i) […***…] ([…***…]) days following the notice of alleged Competing Field Infringement provided pursuant to the above; or (ii) […***…] ([…***…]) days before the time limit, if any, set forth in Applicable Laws for the filing of such actions, whichever is earlier, Licensee shall have the right to join assume control of, or to bring and control, any such enforcement action at its own cost expense and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement by counsel of such Infringementits own choice, or fails to take any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha and Licensor shall have the right, but not the obligationat its own expense, to commence be represented in any such a suit action by counsel of its own choice (at Licensor’s expense) and Licensor hereby agrees to join any such action brought or take controlled by Licensee (at Licensee’s expense) and waives any right to refuse to join such action. In no event shall either Party settle any such action, at HBM Alpha’s cost and expense. In or make any admissions or assert any position in such caseaction, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit manner that would (i) materially adversely affect the rights or take interests of the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole rightother Party under this Agreement, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense. (ii) Neither Party shall settle admit any such suit liability or action under Section 9.4.2(a)(iwrongdoing on behalf of the other Party, (iii) in impose any manner that would admitting new obligations on the other Party, (iv) disclaim, limit the scope of, admit the invalidity or unenforceability of, or otherwise negatively impact grant a license, covenant not to sue or similar immunity under, any Intellectual Property controlled or licensed by the Licensed Patents other Party, or that would (v) limit or that would limit or restrict the ability rights of HBM Alpha or Spruce to sell the Licensed Products other Party under this Agreement, in the HBM Alpha Territory or Spruce Territory, respectivelyeach case ((i) through (iv)), without the prior written consent of the such other Party.

Licensed Patents. (i) Spruce The Parties shall have give notice to each other of any (a) infringement of Licensed Patents by a Third Party (including any certification regarding the first rightLicensed Patents pursuant to 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV), but not the obligation, to bring an appropriate suit or other action against its successor provisions or any Person engaged similar provisions in a country in the Infringement of Territory other than the United States), or (b) assertion by a Third Party that any Licensed Patent is invalid or unenforceable. Subject to Sections 3.2.1(ii) and 3.2.1(iii), Licensee and Licensor shall thereafter consult and reasonably cooperate to determine a course of action, including the commencement of legal action by either or both Licensee and Licensor to terminate any infringement of Licensed Patents or defend the claim of invalidity or unenforceability. (ii) Licensor (or its designee), upon notice to Licensee, shall [* * *] initiate and prosecute such legal action [* * *]. Licensee shall reasonably cooperate with Licensor in connection therewith, including joining the action to the extent necessary. (iii) If the infringement by a Third Party is in the Spruce TerritoryField, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action to enforce then Licensor shall inform Licensee if [* * *] Licensee shall thereafter have the applicable Licensed Patent against such Infringement right in the Spruce TerritoryField to either initiate and prosecute such action against the Third Party or to control the defense of such declaratory judgment action in the name of Licensee and, then HBM Alpha if necessary, Licensor, in each case, as reasonably agreed to by the Parties; [* * *]. Each Party shall have the right to join such enforcement action be represented by counsel of its own choice and at its own cost and expense upon written notice to Spruceexpense. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] (iv) For any action to enforce terminate any infringement of Licensed Patents in the applicable Licensed Patent against Field, in the event that a Party is unable to initiate or prosecute such Infringement or action solely in its own name, the other Party will join such action voluntarily and will execute and cause its Affiliates to take other execute all documents necessary for the Party to initiate litigation to prosecute and maintain such action to secure the abatement of such Infringement, or fails to take under this Section 3.2.1. In connection with any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such potential action, at HBM Alpha’s cost Licensee and expenseLicensor will reasonably cooperate and will provide each other with any relevant information that either may reasonably request. In Each Party shall keep the other informed of developments in any such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit action or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expenseproceeding. (v) Any recovery obtained by either or both Licensee and Licensor in connection with or as a result of any action contemplated by this Section 3.2.1, whether by settlement or otherwise, shall be shared in order as follows: i. [* * *]; ii) Neither Party shall settle any such suit or action under Section 9.4.2(a)(i) in any manner that would admitting the invalidity of, or otherwise negatively impact the Licensed Patents or that would limit or that would limit or restrict the ability of HBM Alpha or Spruce to sell the Licensed Products in the HBM Alpha Territory or Spruce Territory, respectively, without the prior written consent of the other Party. [* * *]; and iii. [* * *].

Licensed Patents. (i) Spruce LICENSEE shall have the first right, but not the obligation, to bring initiate an appropriate suit or other action anywhere in the world against any Person engaged in Third Party who at any time is suspected of infringing all or any portion of the Infringement Licensed Patents or using without proper authorization all or any portion of any the Licensed Patent in Know-How (each an “Infringement”) within the Spruce Field and within the Territory, at Spruce’s cost and expenseshall control any such action for which it exercises such right. If Spruce elects to commence a suit or other action to enforce the applicable Licensed Patent against such LICENSEE shall notify LICENSOR in writing of its initiation of an Infringement in the Spruce Territory, then HBM Alpha action. LICENSOR shall have the right to join participate in such enforcement action at and to be represented in such action by counsel of its own cost and expense upon written notice to Sprucechoice, at LICENSOR’s expense. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or LICENSEE fails to take any such institute and prosecute an action after or proceeding to ▇▇▇▇▇ the Infringement within a period of [***] following either Party’s receipt days after receiving written notice or otherwise having Knowledge of the notice of Infringement pursuant to Section 9.4.1 (orInfringement, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha then LICENSOR shall have the right, but not the obligation, to commence such a suit or take bring and prosecute any such action; provided, at HBM Alpha’s cost and expense. In however, that in such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take event the actions set forth in the preceding sentence. [***]. HBM Alpha LICENSOR shall have the sole rightright to participate in such action and to be represented in any such action by counsel of its choice. If necessary, but in any action brought pursuant to this Section 5.3, the Party not controlling such action agrees to be joined as a party plaintiff and to give reasonable assistance and any needed authority to control, file and to prosecute such action. Neither Party may enter into any settlement under this Section 5.3(a) that affects adversely the obligationother Party’s rights or interests without such other Party’s written consent, which consent shall not be unreasonably withheld. If the Parties obtain any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) from a Third Party in connection with a suit relating to the Infringement, such amounts shall be allocated as follows: (i) first, in all cases, to bring an appropriate suit or reimburse each Party for all reasonable expenses of the suit, including reasonable attorneys’ fees and disbursements, court costs and other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense.litigation expenses; (ii) Neither second, to LICENSEE for any amounts recovered for lost sales of Licensed Product as if it were Net Sales of LICENSEE, with LICENSOR receiving a royalty on such remaining amount pursuant to the terms of Section 3.3 (after adding such amount to aggregate Net Sales for purposes of determining the applicable royalty rate), and the balance being retained by LICENSEE; and (iii) third, any amounts remaining shall be allocated as follows: (A) if LICENSOR is the Party shall settle any bringing such suit or action under Section 9.4.2(a)(iproceeding or taking such other legal action, [**] percent ([**]%) in any manner that would admitting to LICENSOR, and [**] percent ([**]%) to LICENSEE; (B) if LICENSEE is the invalidity ofParty bringing such suit or proceeding or taking such other legal action, or otherwise negatively impact [**] percent ([**]%) to LICENSEE, and [**] percent ([**]%) to LICENSOR, and (C) if the Licensed Patents or that would limit or that would limit or restrict the ability of HBM Alpha or Spruce suit is brought jointly, [**] percent ([**]%) to sell the Licensed Products in the HBM Alpha Territory or Spruce Territory, respectively, without the prior written consent of the other each Party.

Licensed Patents. (i) Spruce Subject to this Section 9.4(b), Neos shall have the first right, as between NeuRx and Neos, but not the obligation, to bring an appropriate suit or take other action against any Person person or entity engaged in the in, or to defend against, a Product Infringement of any Licensed Patent in the Spruce TerritoryPatents or any Joint Patents, at Spruce’s cost its own expense and by counsel of its own choice. NeuRx may, at its own expense, be represented in any such action by counsel of its own choice. If Spruce elects to commence a suit or other action Neos decides not to enforce the applicable Licensed Patent Patents or Joint Patents against such Product Infringement in the Spruce Territory, then HBM Alpha shall have the right to join such enforcement action at its own cost and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it or does not intend to commence a suit bring such legal action or other otherwise take commercially reasonable action to enforce ▇▇▇▇▇ such Product Infringement before the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of [***] earlier of: (A) one hundred eighty (180) days following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 alleged infringement or declaratory judgment or (orB) ten (10) Business Days before the time limit, if shorterany, at least [***] prior to set forth under Applicable Law for the deadline for initiating filing of such action)actions, thenwhichever comes first, HBM Alpha NeuRx shall have the right, but not the obligation, to commence bring and control any such a suit or take such actionaction at its own expense and by counsel of its own choice, and Neos may, at HBM Alpha’s cost and its own expense. In , be represented in any such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement by counsel of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expenseits own choice. (ii) Neither Party shall settle Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery or damages realized as a result of such suit action or action under Section 9.4.2(a)(i) in any manner that would admitting the invalidity of, or otherwise negatively impact the proceeding with respect to Licensed Patents or that would limit Joint Patents shall be used first to reimburse the Parties’ documented out-of-pocket legal expenses relating to the action or that would limit or restrict the ability of HBM Alpha or Spruce proceeding, and any remaining recovery relating to sell the Licensed Products (including lost sales or lost profits with respect to Licensed Products) shall be retained by the Party that brought and controlled such action or proceeding, and in the HBM Alpha Territory case that Neos brought and controlled such action or Spruce Territoryproceeding, respectively, without such remaining recovery shall be deemed to be Net Sales subject to royalty payments to NeuRx in accordance with the prior written consent royalty provisions of the other PartySection 8.3.

Licensed Patents. (i) Spruce The Parties shall have the first right, but not the obligation, give notice to bring an appropriate suit or each other action against of any Person engaged (a) infringement of Licensed Patents by a Third Party in the Infringement of Expanded Field (including any certification regarding the Licensed Patents pursuant to 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV), or its successor provisions or any similar provisions in a country in the Territory other than the United States), or (b) assertion by a Third Party that any Licensed Patent is invalid or unenforceable. Subject to Sections 4.2.1(ii) and 4.2.1(iii), Licensee and Licensor shall thereafter consult and reasonably cooperate to determine a course of action, including the commencement of legal action by either or both Licensee and Licensor to terminate any infringement of Licensed Patents or defend the claim of invalidity or unenforceability. (ii) Licensor (or its designee), upon notice to Licensee, shall [* * *] initiate and prosecute such legal [* * *]. Licensee shall reasonably cooperate with Licensor in connection therewith, including joining the action to the extent necessary. (iii) Licensor shall inform Licensee if [* * *]; and Licensee shall thereafter have the right in the Spruce Territory, at Spruce’s cost Expanded Field to either (c) initiate and expense. If Spruce elects to commence a suit or other prosecute such action to enforce against the applicable Licensed Patent against such Infringement Third Party if the infringement by the Third Party is in the Spruce TerritoryExpanded Field or (d) control the defense of such declaratory judgment action in the name of Licensee and, then HBM Alpha if necessary, Licensor, in each case, as reasonably agreed to by the Parties; [* * *]. Each Party shall have the right to join such enforcement action be represented by counsel of its own choice and at its own cost and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such action, at HBM Alpha’s cost and expense. In such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense. (iiiv) Neither For any action to terminate any infringement of Licensed Patents in the Expanded Field, in the event that a Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for the Party to initiate litigation to prosecute and maintain such action [* * *]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.] under this Section 4.2.1. In connection with any such action or potential action, Licensee and Licensor will reasonably cooperate and will provide each other with any relevant information that either may reasonably request. Each Party shall settle keep the other informed of developments in any such suit action or proceeding. (v) Any recovery obtained by either or both Licensee and Licensor in connection with or as a result of any action under contemplated by this Section 9.4.2(a)(i) 4.2.1, whether by settlement or otherwise, shall be shared in any manner that would admitting the invalidity of, or otherwise negatively impact the Licensed Patents or that would limit or that would limit or restrict the ability of HBM Alpha or Spruce to sell the Licensed Products in the HBM Alpha Territory or Spruce Territory, respectively, without the prior written consent of the other Party.order as follows: [* * *]

Licensed Patents. Subject to Sections 9.2.1(c) and 9.2.5, Licensor shall, using outside legal counsel reasonably acceptable to Licensee, diligently file, prosecute (including any interferences, reissue proceedings and re-examinations) and maintain the Licensed Patents in the Field in the Territory. Licensee and Licensor shall bear equally all reasonable costs and expenses of obtaining and maintaining the Licensed Patents listed on SCHEDULE 9.2.1 (the "SHARED COST PATENTS") during the Term, including reasonable fees and expenses paid to outside legal counsel and experts; PROVIDED, HOWEVER, that Licensee's share of such costs and expenses shall not exceed [REDACTED] in any Calendar Year (prorated for partial Calendar Years during the Term) and Licensor shall bear any such costs and expenses in excess thereof. Licensor shall bear all costs and expenses of obtaining and maintaining the Licensed Patents other than the Shared Cost Patents, including fees and expenses paid to outside legal counsel and experts. In this regard, Licensor shall (i) Spruce shall have the first rightfile, but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Licensed prosecute and maintain Patent in the Spruce Territory, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement in the Spruce Territory, then HBM Alpha shall have the right to join such enforcement action at its own cost and expense upon written notice to Spruce. If Spruce notifies HBM Alpha in writing that it does not intend to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action applications to secure the abatement of such Infringement, or fails to take any such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 (or, if shorter, at least [***] prior to the deadline Patent rights for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such action, at HBM Alpha’s cost and expense. In such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in (A) the Infringement of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expense. (ii) Neither Party shall settle any such suit or action under Section 9.4.2(a)(i) in any manner that would admitting the invalidity of, or otherwise negatively impact the Licensed Patents or that would limit or that would limit or restrict in the ability Territory and for the use of HBM Alpha or Spruce to sell the Licensed Products in the HBM Alpha Field in the Territory (except to the extent that a Third Party licensor has retained the right to do so, in which case Licensor shall use commercially reasonable efforts to cause such Third Party licensor to do so), and such other patentable Licensed Know-How as Licensee may from time to time designate in writing, in each case in the Territory; and (ii) upon issuance, maintain such Patents in full force in the Territory. Licensor shall take such action in support of filing or Spruce Territoryprosecuting such Patent applications and maintaining such Patents (including pursuing or defending any interferences, respectively, without the prior written consent of the other Partyreissue proceedings or re-examinations) as Licensee may from time to time request in writing.

Licensed Patents. (ia) Spruce shall have the first rightVivelix will be responsible, but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Licensed Patent in the Spruce Territory, at Spruce’s cost and expense. If Spruce elects to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement in the Spruce Territory, then HBM Alpha shall have the right to join such enforcement action at its own cost and expense upon written notice expense, for the preparation, filing, prosecution (including any interferences, reissue proceedings, cancellations, oppositions, inter partes review, post grant review, patent term extension applications, reexaminations, and other similar proceedings) and maintenance of those Licensed Patents on Section (a) of Exhibit D and any Patent Rights that claim priority to Spruce. If Spruce notifies HBM Alpha any of the patents and patent applications described in writing that it does not intend Section (a) of Exhibit D. Idera shall execute and deliver to commence a suit or other action to enforce the applicable Licensed Patent against such Infringement or to take other action to secure the abatement of such InfringementVivelix, or fails Vivelix’s designee, any documents reasonably requested by Vivelix to take any authorize Vivelix to perform such action after a period of [***] following either Party’s receipt of the notice of Infringement pursuant to Section 9.4.1 activities. (or, if shorterb) Idera will be responsible, at least [***] prior to the deadline for initiating such action), then, HBM Alpha shall have the right, but not the obligation, to commence such a suit or take such action, at HBM Alpha’s its own cost and expense. In such case, Spruce shall take appropriate actions in order to enable HBM Alpha to commence a suit or take for the actions set forth in the preceding sentence. [***]. HBM Alpha shall have the sole rightpreparation, but not the obligationfiling, to bring an appropriate suit or other action against prosecution (including any Person engaged in (Ainterferences, reissue proceedings, cancellations, oppositions and reexaminations) the Infringement and maintenance of any Licensed Patent in the HBM Alpha Territory and (B) the infringement (Patents other than an Infringement) of any Licensed Patent, at HBM Alpha’s cost and expensethose subject to Section 6.3.1(a). (iic) Neither The Party having responsibility under Section 6.3.1(a), 6.3.1(b) or 6.3.1 (d) shall be referred to as the “Filing Party,” and the other Party shall settle be referred to as the “Non-Filing Party.” The Filing Party will reasonably consult with the Non-Filing Party, and will consider in good faith any such suit or action under Section 9.4.2(a)(i) in any manner that would admitting comments of the invalidity ofNon-Filing Party with respect to the preparation, or otherwise negatively impact filing, prosecution and maintenance of the Licensed Patents for which the Filing Party exercises its responsibility under Section 6.3.1(a), 6.3.1(b) or 6.3.1(d), as applicable. The Filing Party will provide to the Non-Filing Party copies of any papers relating to the filing, prosecution or maintenance of the Licensed Patents promptly upon their being filed or received, and will provide drafts of documents to be filed sufficiently in advance of their filing dates so as to provide the other Party with sufficient time to review and comment thereon prior to filing. In the case of Vivelix as the Filing Party, Vivelix shall not knowingly take any action during prosecution and maintenance of the Licensed Patents subject to Section 6.3.1(a) or 6.3.1(d) that would limit or that would limit or restrict the ability of HBM Alpha or Spruce to sell the Licensed Products result in any reduction in the HBM Alpha Territory scope of one or Spruce Territory, respectivelymore independent claims of such Licensed Patents, without the prior written consent of Idera, which consent will not be unreasonably withheld, delayed or conditioned. In the other case of Idera as the Filing Party, Idera will not knowingly take any action during prosecution and maintenance of the Licensed Patents subject to Section 6.3.1(b) that would result in any reduction in the scope of one or more independent claims of such Licensed Patents, without the prior written consent of Vivelix, which consent will not be unreasonably withheld, delayed or conditioned.