Common use of Licensor Patent Rights Clause in Contracts

Licensor Patent Rights. Subject to the further terms and conditions hereof, LICENSEE, during the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will be responsible for the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries in the Territory where patent applications have been filed by or on behalf of LICENSOR as of the Effective Date and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: (a) shall keep LICENSOR informed in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faith, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of prosecution and maintenance of the Patent Rights as provided below; and (d) shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior to any deadline for action set forth by the US Patent and Trademark Office or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR with no less than forty-five (45) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written notice, any and all exclusive rights granted to LICENSEE by LICENSOR to said patent/patent application in said country shall promptly terminate. For the sake of clarity, any such agreement by LICENSEE to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEE’s said notice thereof. For clarity, upon such termination of rights under such patent/patent application, LICENSOR shall be free to license, sell, assign, dispose of, and/or take any other action with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE, except that LICENSEE shall have the non-exclusive right to practice under any dominating patents abandoned by LICENSEE. LICENSOR shall provide to LICENSEE reasonable assistance in the prosecution, maintenance and enforcement of the Patent Rights, at LICENSEE’s request and expense. LICENSEE shall diligently prosecute and maintain the Patent Rights using counsel of its choice, which counsel shall be reasonably acceptable to LICENSOR. LICENSEE shall provide LICENSOR with copies of all patent applications amendments, and other filings with the United States Patent and Trademark Office and foreign patent offices (“Patent Offices”). LICENSEE will also provide LICENSOR with copies of office actions and other communications received by LICENSEE from the Patent Offices relating to the Patent Rights. LICENSOR agrees to keep such information confidential. LICENSEE will provide LICENSOR with a reasonable opportunity for LICENSOR to review and comment on correspondence with Patent Offices. LICENSEE shall consult with LICENSOR as to the preparation, filing, prosecution and maintenance of Licensor Patent Rights reasonably prior to any deadline or action with any patent office, and shall furnish to LICENSOR copies of all relevant drafts and documents reasonably in advance of such consultation. LICENSEE shall keep LICENSOR reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Licensor Patent Rights and shall provide to LICENSOR copies of all material patent office submissions within a reasonable amount of time following submission thereof by LICENSEE. XXXXXXXX agrees not to unreasonably reject comments of LICENSOR and that all strategic decisions shall be made by consensus with LICENSOR.

Licensor Patent Rights. Subject Licensor shall, within 10 Business Days of learning of such event, inform Licensee of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to claims of the further terms and conditions hereof, LICENSEE, during the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will be responsible for the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries in the Territory where patent applications have been filed by issued or on behalf of LICENSOR pending as of the Effective Date and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: (a) shall keep LICENSOR informed in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faith, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of prosecution and maintenance of the Patent Rights as provided below; and (d) shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior Date. With respect to any deadline for action set forth by the US Patent and Trademark Office such request for, or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution filing or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR with no less than forty-five (45) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written noticedeclaration of, any and all exclusive rights granted interference, opposition, invalidation, reissue or reexamination, Licensor shall have the first right (in its discretion) to LICENSEE by LICENSOR initiate, prosecute and/or respond, to said patent/patent application in said country such action or proceeding, provided that Licensor shall promptly terminate. For the sake of clarity, any such agreement by LICENSEE to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEE’s said notice thereof. For clarity, upon such termination of rights under such patent/patent application, LICENSOR shall be free to license, sell, assign, dispose of, and/or take any other action consult with Licensee with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE, except that LICENSEE shall have the non-exclusive right to practice under any dominating patents abandoned by LICENSEE. LICENSOR shall provide to LICENSEE reasonable assistance in the prosecution, maintenance and enforcement of the Patent Rights, at LICENSEE’s request and expense. LICENSEE shall diligently prosecute and maintain the Patent Rights using counsel of its choice, which counsel shall be reasonably acceptable to LICENSOR. LICENSEE shall provide LICENSOR with copies of all patent applications amendments, and other filings with the United States Patent and Trademark Office and foreign patent offices (“Patent Offices”). LICENSEE will also provide LICENSOR with copies of office actions and other communications received by LICENSEE from the Patent Offices relating to the Patent Rights. LICENSOR agrees to keep such information confidential. LICENSEE will provide LICENSOR with a reasonable opportunity for LICENSOR to review and comment on correspondence with Patent Offices. LICENSEE shall consult with LICENSOR as to the preparation, filing, prosecution and maintenance of Licensor Patent Rights reasonably prior to any deadline action or action with any patent office, proceeding and shall furnish to LICENSOR copies of all relevant drafts and documents reasonably in advance of such consultation. LICENSEE shall keep LICENSOR reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Licensor Patent Rights and shall provide to LICENSOR copies of all material patent office submissions within a reasonable amount of time following submission thereof by LICENSEE. XXXXXXXX agrees not to unreasonably reject comments of LICENSOR and that Licensee. In addition, all strategic decisions shall be made by the consensus with LICENSORof Licensor and Licensee. In the event that Licensor elects to initiate, prosecute and/or respond to any interference, opposition, invalidation, reexamination, or reissue proceeding relating to any Licensor Patent Right, the out-of-pocket costs, fees and expenses thereof shall be reimbursed (and upon request by Licensor, prepaid at least 30 days in advance) by Licensee in the manner comparable to the provisions of the first paragraph of Section 8.2(a), mutatis mutandis. Licensor shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any Licensor Patent Right without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensor shall keep Licensee informed of developments in any such action or proceeding involving any Licensor Patent Right. Licensor shall promptly inform Licensee in the event that Licensor elects not to initiate, prosecute and/or respond to any interference, opposition, invalidation, reissue or reexamination relating to any claim in Licensor Patent Rights, and in such case, Licensee shall have the right to do so (in Licensee’s discretion), at its cost and expense. Licensee shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any claim in Licensor Patent Rights without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Licensee shall keep Licensor informed of developments in any such action or proceeding involving any Licensor Patent Right.

Licensor Patent Rights. Subject to the further terms and conditions hereof, LICENSEE, during Licensor shall have the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will be responsible for right to control the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries in the Territory where patent applications have been filed by or on behalf of LICENSOR Licensor as of the Effective Date using legal counsel acceptable to and approved by Licensee and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: provided that except to the extent Licensee has notified Licensor that it agrees to abandon any portion of such Licensor Patent Rights, Licensee shall be obligated to reimburse Licensor for all past (a) shall keep LICENSOR informed including pre-Effective Date), present and future reasonable documented out-of-pocket costs, including the fees and expenses of outside legal counsel, incurred by Licensor and its Affiliates in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faithsuch preparation, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of filing, prosecution and maintenance of the Patent Rights as provided below; and (d) shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior to any deadline for action set forth by the US Patent and Trademark Office or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR with no less than forty-five (45) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written notice, any and all exclusive rights granted to LICENSEE by LICENSOR to said patent/patent application in said country shall promptly terminatemaintenance. For the sake of clarity, any such agreement by LICENSEE Licensee to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE Licensee after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEELicensee’s said notice thereof. For clarity; (ii) will not erase or reduce Licensee’s aforementioned cost reimbursement obligation for any costs, upon such termination of rights under such patent/patent application, LICENSOR shall be free to license, sell, assign, dispose of, and/or take any other action with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE, except that LICENSEE shall have the non-exclusive right to practice under any dominating patents abandoned by LICENSEE. LICENSOR shall provide to LICENSEE reasonable assistance in the prosecution, maintenance and enforcement of the Patent Rights, at LICENSEE’s request and expense. LICENSEE shall diligently prosecute and maintain the Patent Rights using counsel of its choice, which counsel shall be reasonably acceptable to LICENSOR. LICENSEE shall provide LICENSOR with copies of all patent applications amendments, and other filings with the United States Patent and Trademark Office and foreign patent offices (“Patent Offices”). LICENSEE will also provide LICENSOR with copies of office actions and other communications received by LICENSEE from the Patent Offices fees or expenses relating to the abandoned portion of Licensor Patent RightsRights but arising before the Abandonment Effective Date (whether or not actually paid by that date); and (iii) will not erase or reduce Licensee’s aforementioned cost reimbursement obligation for any costs, fees or expenses arising after the Abandonment Effective Date in connection with any portion of the Licensor Patent Rights that are not the subject of Licensee’s said agreement to abandon. LICENSOR agrees In the first instance, Licensee will pay to keep Licensor in cash, within five (5) Business Days of the Effective Date, the amount of $[***], consisting of (a) $[***] paid by Licensee and its Affiliates in filing and related costs, fees and expenses to date (including, in the case of foreign countries, local counsel fees and expenses) in each of the United States, Canada, Mexico, the European Patent Office (executive arm of the European Patent Organisation), Japan and China, plus (b) $[***] accrued and unpaid fees and expenses of outside legal counsel. Licensor shall pay outside legal counsel $[***] within ten (10) Business Days of receiving said payment of $[***] and provide Licensee with proof of such information confidentialpayment. LICENSEE In addition, upon Licensor’s written request, Licensee shall periodically pre-pay any such out-of-pocket expenses, subject to reconciliation to actual costs, against a budget prepared by Licensor and approved by Licensee; provided, however, that if, notwithstanding a request from Licensor, Licensee fails for any reason to prepay by at least 30 days any such costs, fees or expenses of preparation, filing, prosecution or maintenance, then Licensee’s failure to so prepay will provide LICENSOR relieve Licensor of the obligation (but will not extinguish Licensor’s right) to proceed with a reasonable opportunity the said preparation, filing, prosecution or maintenance and advance the costs of so doing; and provided, further, that Licensor’s so proceeding will not relieve Licensee of the obligation to timely reimburse Licensor for LICENSOR to review and comment on correspondence with Patent Officesthe full cost thereof upon Licensor’s subsequent request. LICENSEE Licensor shall consult with LICENSOR Licensee as to the preparation, filing, prosecution and maintenance of Licensor Patent Rights reasonably prior to any deadline or action with any patent office, and shall furnish to LICENSOR Licensee copies of all relevant drafts and documents reasonably in advance of such consultation. LICENSEE Licensor shall keep LICENSOR Licensee reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Licensor Patent Rights and shall provide to LICENSOR Licensee copies of all material patent office submissions within a reasonable amount of time following submission thereof by LICENSEELicensor. XXXXXXXX Licensor agrees not to unreasonably reject comments of LICENSOR Licensee and that all strategic decisions shall be made by consensus with LICENSORLicensee. In the event that Licensor desires to abandon or cease prosecution or maintenance of any Licensor Patent Right, Licensor shall provide written notice to Licensee of such intention to abandon promptly after Licensor makes such determination (which notice shall be given no later than 60 days prior to the next deadline for any action that must be taken with respect to such Licensor Patent Right in the relevant patent office). In such case, upon receipt of a written request by Licensee to assume responsibility for prosecution and maintenance of such Licensor Patent Right, Licensor shall allow Licensee at its sole cost and expense and by counsel of its own choice to assume such responsibility. In addition, Licensee shall have the sole right, but not the obligation, to control the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries of the Territory where patent filings are not pending as of the Effective Date, it being agreed for purposes of this sentence that the application pending in the European Patent Office is deemed pending in each and every member state of the European Patent Organisation.

Licensor Patent Rights. Subject 10.1 Licensee hereby acknowledges that Licensor owns or Controls all of Licensor Patent Rights and Licensee shall acquire no rights, title or interest whatsoever in or to any of Licensor Patent Rights, except as specifically provided in this Agreement. Without limiting the further terms and conditions hereofgenerality of this Section 10.1, LICENSEELicensee shall not utilize any Licensor Patent Rights for any purpose whatsoever, during except as specifically authorized in this Agreement. Licensee shall not register, or attempt to register, any of Licensor Patent Rights, or otherwise assert any ownership rights with respect to any of Licensor Patent Rights. 10.2 During the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will Licensor shall be responsible for prosecuting the preparationpatent applications comprised within the Licensor Patent Rights and for maintaining the patents comprised within the Licensor Patent Rights. Licensee shall at Licensor’s request shall provide Licensor with such assistance, filingas Licensor shall reasonably request in order to protect, prosecution perfect, maintain and maintenance prosecute Licensor’s rights, title and interests in and to all of Licensor Patent Rights in all countries the Field within the Territory. Licensor shall bear the costs incurred by Licensor in relation to prosecution of the patent applications comprised within Licensor Patent Rights and in relation to maintenance of the patents comprised within Licensor Patent Rights, which relate exclusively to the Licensed Products in the Territory where Territory. 10.3 Licensor shall keep Licensee reasonably informed and shall consult with Licensee on an ongoing basis regarding prosecution of the patent applications have been filed by or on behalf of LICENSOR as of the Effective Date and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: (a) shall keep LICENSOR informed in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faith, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of prosecution and maintenance of the patents comprised within the Licensor Patent Rights as provided below; and (d) any actions which require to be taken in relation thereto. Licensee shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior to any deadline for action set forth by the US Patent and Trademark Office or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR furnish Licensor with no less than forty-five (45) days at least [****** **** ****] written notice prior to the Patent Office deadline for First Commercial Sale of any of the Licensed Products in the Territory, in order to permit Licensor to take such action as Licensor, in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country its sole discretion, determines to be necessary or appropriate to protect and perfect Licensor’s rights, title and interests in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written notice, any and to all exclusive rights granted to LICENSEE by LICENSOR to said patent/patent application in said country shall promptly terminate. For the sake of clarity, any such agreement by LICENSEE to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEE’s said notice thereof. For clarity, upon such termination of rights under such patent/patent application, LICENSOR shall be free to license, sell, assign, dispose of, and/or take any other action with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE, except that LICENSEE shall have the non-exclusive right to practice under any dominating patents abandoned by LICENSEE. LICENSOR shall provide to LICENSEE reasonable assistance in the prosecution, maintenance and enforcement Territory. 10.4 In the event that Licensor elects not to continue prosecuting or maintaining any of the Licensor Patent Rights, at LICENSEE’s request and expense. LICENSEE Licensor shall diligently prosecute and maintain the Patent Rights using counsel of its choicegive to Licensee, which counsel shall be reasonably acceptable to LICENSOR. LICENSEE shall provide LICENSOR with copies of all patent applications amendmentsif possible, and other filings with the United States Patent and Trademark Office and foreign patent offices (“Patent Offices”). LICENSEE will also provide LICENSOR with copies of office actions and other communications received by LICENSEE from the Patent Offices [***** **** ****], written notice before any relevant deadline relating to the Patent Rights. LICENSOR agrees to keep such information confidential. LICENSEE will provide LICENSOR with a reasonable opportunity for LICENSOR to review and comment on correspondence with Patent Offices. LICENSEE shall consult with LICENSOR as to the preparation, filing, prosecution and maintenance of Licensor Patent Rights reasonably prior to or any deadline or action with any patent office, and shall furnish to LICENSOR copies of all relevant drafts and documents reasonably in advance of such consultation. LICENSEE shall keep LICENSOR reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Licensor Patent Rights and shall provide to LICENSOR copies of all material patent office submissions within a reasonable amount of time following submission thereof by LICENSEE. XXXXXXXX agrees not to unreasonably reject comments of LICENSOR and that all strategic decisions shall be made by consensus with LICENSOR.public disclosure

Licensor Patent Rights. Subject LICENSEE shall, within 10 Business Days of learning of such event, inform LICENSOR of any request for, or filing or declaration of, any interference, opposition, invalidation, post-grant procedure, reissue or reexamination relating to claims of the further terms and conditions hereof, LICENSEE, during the term of this Agreement, by LICENSEE’s sole expense and by counsel of its choice, will be responsible for the preparation, filing, prosecution and maintenance of Licensor Patent Rights in all countries in the Territory where patent applications have been filed by issued or on behalf of LICENSOR pending as of the Effective Date and shall use Commercially Reasonable Efforts to pursue such preparation, filing, prosecution and maintenance, whereby LICENSEE: (a) shall keep LICENSOR informed in writing of all material actions taken in this regard to permit LICENSOR an opportunity to review and comment thereon; (b) shall consider in good faith, take into account and implement the reasonable comments made by LICENSOR; (c) shall not abandon prosecution of any pending patent application or fail to maintain issued patents without providing LICENSOR the opportunity to assume control of prosecution and maintenance of the Patent Rights as provided below; and (d) shall notify LICENSOR no less than thirty (30) business days where reasonably practical prior Date. With respect to any deadline for action set forth by the US Patent and Trademark Office such request for, or its foreign counterparts ( a “Patent Office”) and promptly if not reasonably practical. In the event LICENSEE desires to abandon prosecution filing or maintenance of any Patent Rights filed in a particular country, LICENSEE shall provide LICENSOR with no less than forty-five (45) days written notice prior to the Patent Office deadline for action in which LICENSEE shall document: (i) the patent/patent application number; (ii) the patent/patent application title; (iii) the country in which such patent/patent application is issued/pending. Unless otherwise agreed by the Parties, upon LICENSOR’s receipt of such written noticedeclaration of, any and all exclusive rights granted to LICENSEE by LICENSOR to said patent/patent application in said country shall promptly terminate. For the sake of clarityinterference, any such agreement by LICENSEE to abandon any portion of Licensor Patent Rights (i) may for purposes hereof become effective only on a date (the “Abandonment Effective Date”) that is (A) pursuant to notice given by LICENSEE after the Effective Date of this Agreement and (B) no earlier than sixty (60) Business Days after LICENSEE’s said notice thereof. For clarityopposition, upon such termination of rights under such patent/patent applicationinvalidation, LICENSOR shall be free to licensepost-grant procedure, sellreissue or reexamination, assign, dispose of, and/or take any other action with respect to the rights to said patent/patent application at its sole and absolute discretion and with no obligation to LICENSEE, except that LICENSEE shall have the non-exclusive first right (in its discretion) to practice under any dominating patents abandoned by LICENSEE. LICENSOR shall provide initiate, prosecute and/or respond, to LICENSEE reasonable assistance in the prosecutionsuch action or proceeding, maintenance and enforcement of the Patent Rights, at LICENSEE’s request and expense. LICENSEE shall diligently prosecute and maintain the Patent Rights using counsel of its choice, which counsel shall be reasonably acceptable to LICENSOR. LICENSEE shall provide LICENSOR with copies of all patent applications amendments, and other filings with the United States Patent and Trademark Office and foreign patent offices (“Patent Offices”). LICENSEE will also provide LICENSOR with copies of office actions and other communications received by LICENSEE from the Patent Offices relating to the Patent Rights. LICENSOR agrees to keep such information confidential. LICENSEE will provide LICENSOR with a reasonable opportunity for LICENSOR to review and comment on correspondence with Patent Offices. provided that LICENSEE shall consult with LICENSOR as to the preparation, filing, prosecution and maintenance of Licensor Patent Rights reasonably prior with respect to any deadline such action or action with any patent office, proceeding and shall furnish to LICENSOR copies of all relevant drafts and documents reasonably in advance of such consultation. LICENSEE shall keep LICENSOR reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Licensor Patent Rights and shall provide to LICENSOR copies of all material patent office submissions within a reasonable amount of time following submission thereof by LICENSEE. XXXXXXXX agrees not to unreasonably reject comments of LICENSOR and that LICENSOR. In addition, all strategic decisions shall be made by the consensus with of LICENSEE and LICENSOR. In the event that LICENSEE elects to initiate, prosecute and/or respond to any interference, opposition, invalidation, post-grant procedure, reexamination, or reissue proceeding relating to any Licensor Patent Right, the out- of-pocket costs, fees and expenses thereof shall be the responsibility of LICENSEE. LICENSEE shall not settle any interference, opposition, invalidation, post-grant procedure, reissue or reexamination action or proceeding relating to any Licensor Patent Right without the prior written consent of LICENSOR, which consent shall not be unreasonably withheld. LICENSEE shall keep LICENSOR informed of developments in any such action or proceeding involving any Licensor Patent Right. LICENSEE shall promptly inform LICENSOR in the event that LICENSEE elects not to initiate, prosecute and/or respond to any interference, opposition, invalidation, post-grant procedure, reissue or reexamination relating to any claim in Licensor Patent Rights, and in such case, LICENSOR shall have the right to do so (in LICENSOR’s discretion), at its cost and expense. LICENSOR shall not settle any interference, opposition, invalidation, post-grant procedure, reissue or reexamination action or proceeding relating to any claim in Licensor Patent Rights without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld. LICENSOR shall keep LICENSEE informed of developments in any such action or proceeding involving any Licensor Patent Right.