Licensee Step-In. In the event that Eureka elects not to Prosecute and Maintain (or continue to Prosecute and Maintain, including filing a Patent Right claiming priority to a Patent Right prior to its issuance), any Eureka Controlled Patent Right in the Licensee Territory, then subject to the rights of a licensee of the Eureka Licensed Technology to step-in and assume the Prosecution and Maintenance of any Eureka Controlled Patent Rights in the Licensee Territory, Eureka will notify Licensee sufficiently in advance of the date on which any such Eureka Controlled Patent Right would become abandoned, no longer available or otherwise forfeited, whereupon, at the written request of Licensee, the Parties will meet to discuss any such decision by Exxxxx. Except if such decision by Eureka not to Prosecute and Maintain (or continue to Prosecute and Maintain) such Eureka Controlled Patent Right was taken for strategic reasons, Licensee will have the right (but not the obligation), subject to the rights of a licensee of the Eureka Licensed Technology to step-in and assume the Prosecution and Maintenance of any Eureka Controlled Patent Rights in the Licensee Territory, at Licensee’s sole discretion and sole responsibility for all applicable Patent Costs, to assume the Prosecution and Maintenance in the Licensee Territory of such Eureka Controlled Patent Right in the name of Eureka (which right will include the right to file additional Patent Rights claiming priority to such Patent Right). Licensee will consult with Eureka on its strategy for the Prosecution and Maintenance in the Licensee Territory of all such assumed Eureka Controlled Patent Rights. Licensee will furnish to Eureka, via electronic mail or such other method as mutually agreed by the Parties, copies of proposed filings and documents received from patent counsel in the course of Prosecuting and Maintaining such assumed Eureka Controlled Patent Right, or copies of documents filed with or received from the relevant national patent offices or other Governmental Authorities with respect to such assumed Eureka Controlled Patent Right, and such other material documents related to the Prosecution and Maintenance of such assumed Eureka Controlled Patent Right, in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by Exxxxx. Licensee will implement timely and reasonable comments and recommendations made by Eureka in connection with such review. Eureka will sign, or w...
