Common use of Maintenance and Prosecution Clause in Contracts

Maintenance and Prosecution. Braeburn shall have the first right to Prosecute and Maintain, in Titan’s name, the Titan Core Patents and, in the names of both Parties, any patent application(s) or patent(s) arising from Joint Inventions, using patent counsel selected by Braeburn and reasonably acceptable to Titan, and shall be responsible for the payment of all Prosecution and Maintenance costs. Braeburn agrees to keep Titan informed of the course of patent prosecution or other proceedings, including by providing Titan with copies of office actions and communications received by Braeburn from, and communications sent by Braeburn to, the United States Patent and Trademark Office and foreign patent offices concerning such Patent Rights. Braeburn shall solicit Titan’s review of the nature and text of such patent applications and prosecution matters related thereto in reasonably sufficient time prior to filing thereof, and Braeburn shall consider in good faith Titan’s reasonable comments related thereto. Upon Braeburn’s request, Titan shall reasonably cooperate in the Prosecution and Maintenance of any such patent application or patent. If Braeburn elects not to Prosecute and Maintain a patent application or patent included in such Patent Rights in the Territory, it shall provide Titan with no less than ninety (90) days’ written advance notice sufficient to avoid any loss or forfeiture. In such event Titan shall have the right, but not the obligation, at its sole expense, to Prosecute and Maintain such patent application or patent as owner thereof and, at Titan’s election and upon not less than thirty (30) days’ prior written notice to Braeburn, such patent application or patent shall no longer be deemed or included in Patent Rights under this Agreement. Titan shall have the sole right to Prosecute and Maintain any patent application(s) or patent(s) arising from the Titan Inventions, at its sole expense.

Maintenance and Prosecution. Braeburn (a) Molteni shall have the first right sole right, but not the obligation, to prepare, file, Prosecute and Maintain, in Titan’s name, Maintain the Titan Core Patents and, in the names of both Parties, any patent application(s) or patent(s) arising from Joint Inventions, using patent counsel selected by Braeburn and reasonably acceptable to Titan, and shall be responsible for the payment of all Prosecution and Maintenance costsTransferred Intellectual Property. Braeburn agrees to keep Titan informed of the course of patent prosecution or other proceedings, including by providing Titan with copies of office actions and communications received by Braeburn from, and communications sent by Braeburn to, the United States Patent and Trademark Office and foreign patent offices concerning such Patent Rights. Braeburn shall solicit Titan’s review of the nature and text of such patent applications and prosecution matters related thereto in reasonably sufficient time prior to filing thereof, and Braeburn shall consider in good faith Titan’s reasonable comments related thereto. Upon Braeburn’s request, Titan shall reasonably cooperate in all respects with Molteni in the conduct thereof and assist in all reasonable ways (including providing, and obtaining, from the respective inventors, prompt production of pertinent facts and documents, giving of testimony, execution of petitions, oaths, powers of attorney, specifications, declarations or other papers). The Parties will share equally any relevant cost incurred in connection with actions; provided, that any fees required to be paid by Molteni hereunder shall be reduced by an amount equal to any such costs borne by Molteni. (b) Molteni has the first right, but not the obligation, to prepare, file, Prosecute and Maintain the Joint Patents, at its own expense. Should Molteni undertake such efforts in relation to the Joint Patents, Molteni will provide to Titan a copy of all proposed filings at least five (5) Business Days in advance of the filing date and will consider in good faith the requests and suggestions of Titan with respect to filing and prosecuting the Joint Patents and will keep Titan informed of progress with regard to the preparation, filing, Prosecution and Maintenance of Joint Patents. In the event that Molteni desires to abandon any Joint Patent, Molteni will provide reasonable prior written notice to Titan of such patent application or patentintention to abandon (which notice will, in any event, be given no later than thirty (30) days prior to the next deadline for any action that may be taken with respect to such Joint Patent). If Braeburn elects In the event Molteni decides not to Prosecute and or Maintain a patent application Joint Patent, or patent included in such to let any Joint Patent Rights in the Territoryexpire or go abandoned, it shall provide Titan with no less than ninety (90) days’ written advance notice sufficient to avoid any loss or forfeiture. In such event Titan shall have the right, but not the obligation, at its sole expense, to Prosecute and Maintain such patent application or patent as owner thereof and, at Titan’s election and upon not less than thirty (30) days’ prior written notice to Braeburn, such patent application or patent shall no longer be deemed or included in Patent Rights under this Agreement. Titan shall have the sole right to Prosecute and Maintain any patent application(s) or patent(s) arising from the Titan Inventions, at its sole expense.