Common use of Patent Abandonment Clause in Contracts

Patent Abandonment. In no event will BMS knowingly permit any of the BMS Patent Rights to be abandoned in any country in the Territory, or elect not to file a new patent application claiming priority to a patent application within the BMS Patent Rights either before such patent application’s issuance or within the time period required for the filing of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent application. Accordingly, BMS shall provide Elixir with notice of the allowance and expected issuance date of any patent within the BMS Patent Rights, or any of the aforementioned filing deadlines, and Elixir shall provide BMS with prompt notice as to whether Elixir desires BMS to file such new patent application. In the event that BMS decides either (i) not to continue the prosecution or maintenance of a patent application or patent within BMS Patent Rights in any country or (ii) not to file such new patent application requested to be filed by Elixir, BMS shall provide Elixir with notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof. In such event, BMS shall provide Elixir with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir and reasonably acceptable to BMS. * Confidential Treatment Requested In such case, Section 10.2 shall apply to such patent applications and patents except that the role of BMS and Elixir shall be reversed. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS Patent Rights.

Patent Abandonment. 10.3.1 In no event will for [***] ([***]) [***] from [***] shall BMS knowingly permit any of the BMS Patent Rights (other than the BMS Core Patent Rights under Part II of Appendix 1) to be abandoned in any Major Market Country, or elect not to file a new patent application claiming priority to a patent application within the BMS Patent Rights (other than the BMS Core Patent Rights under Part II of Appendix 1) either before such patent application’s issuance or within the time period required for the filing of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application in any Major Market Country, without ITI’s written consent. BMS shall provide ITI with notice of the allowance and expected issuance date of any such patent within the BMS Patent Rights, or any of the aforementioned filing deadlines, and ITI shall provide BMS with prompt notice as to whether ITI desires BMS to file such new patent application. 10.3.2 Following [***] of [***] with respect to BMS Patent Rights (other than the BMS Core Patent Rights under Part II of Appendix 1) in any Major Market Country, as of the Effective Date with respect to the BMS Core Patent Rights under Part II of Appendix 1 in any Major Market Country, and as of the Effective Date with respect to the BMS Patent Rights in any non-Major Market Country in the Territory, in no event shall BMS permit any of the BMS Patent Rights to be abandoned in any country in the Territoryabandoned, or elect not to file a new patent application claiming priority to a patent application within the BMS Patent Rights either before such patent application’s issuance or within the time period required for the filing of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir ITI first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent application. Accordingly, BMS shall provide Elixir ITI with notice of the allowance and expected issuance date of any such patent within the BMS Patent Rights, or any of the aforementioned filing deadlines, and Elixir ITI shall provide BMS with prompt notice as to whether Elixir ITI desires BMS to file such new patent application. In the event that BMS decides either (i) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country as permitted in this Section 10.3.2, or (ii) not to file such new patent application requested to be filed by ElixirITI, BMS shall provide Elixir ITI with notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof. In such event, BMS shall provide Elixir ITI with an opportunity to assume Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir ITI assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir ITI and reasonably acceptable to BMS, [***]. * Confidential Treatment Requested In such case, Section 10.2 ITI shall apply provide BMS with an update of the filing, prosecution and maintenance status for each of such patent applications and patents, including copies of any material official correspondence to or from patent offices. ITI shall reasonably consult with and cooperate with BMS with respect to the preparation, prosecution and maintenance of such patent applications and patents. ITI shall not take any action during prosecution and maintenance of such patent applications and patents except that the role of BMS and Elixir shall be reversedwould materially adversely affect them (including any reduction in claim scope), without BMS’ prior consent. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS Patent Rights.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Patent Rights to may be abandoned in any country in the TerritoryMajor Market Country; provided that BMS shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within the request by Company to abandon a BMS Patent Rights either before Right if such patent application’s issuance abandonment will not adversely affect the amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationhereunder. Accordingly, BMS Company shall provide Elixir BMS with notice of the allowance and expected issuance date of any patent within the BMS Patent Rights, or any of the aforementioned deadline for filing deadlinesa new patent application, and Elixir BMS shall provide BMS Company with prompt notice as to whether Elixir BMS desires BMS Company to file such new patent application. In . 10.3.2 Subject to Section 10.3.1, in the event that BMS Company decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirBMS, BMS Company shall provide Elixir BMS with express written notice of this decision at least thirty (30) [***] days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Company less than [***] days prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be [***]% of the time remaining for response after such communication is received by Company. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Company shall provide Elixir BMS with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir Company shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to BMS and, except with respect to any Joint Patent Rights in which Company will retain its joint ownership interest as set forth in Section 10.1, Company shall no longer have any right or license in and to such patent counsel selected by Elixir application and reasonably acceptable to BMSpatents issuing therefrom under this Agreement. * Confidential Treatment Requested In such case, Section 10.2 Company shall apply to provide BMS with an update of the filing, prosecution and maintenance status for each of such patent applications and patents except that patents, including copies of any material official correspondence to or from patent offices. Company shall reasonably consult with and cooperate with BMS with respect to the role preparation, prosecution and maintenance of BMS and Elixir shall be reversed. Such such patent applications and patents patents. Company shall otherwise continue not take any action during prosecution and maintenance of the BMS Patent Rights that would materially adversely affect them, without BMS’ prior express written consent, such consent not to be subject unreasonably withheld, delayed or conditioned if such action will not adversely affect the amount or duration of any royalty payable to all BMS, and which consent shall be considered to be given if Company notifies BMS of the terms proposed claim amendments or cancellations and conditions BMS fails to object within [***] days of the Agreement in the same way as the other BMS Patent Rightssuch notification.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Patent Rights to may be abandoned in any country in the TerritoryMajor Market Country; provided that BMS shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within the request by Company to abandon a BMS Patent Rights either before Right if such patent application’s issuance abandonment will not adversely affect the amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationhereunder. Accordingly, BMS Company shall provide Elixir BMS with notice of the allowance and expected issuance date of any patent within the BMS Patent Rights, or any of the aforementioned deadline for filing deadlinesa new patent application, and Elixir BMS shall provide BMS Company with prompt notice as to whether Elixir BMS desires BMS Company to file such new patent application. In Company will provide notice to BMS pursuant to Section 103.2 before abandoning any patent rights in non-Major Market Countries. 10.3.2 Subject to Section 10.3.1, in the event that BMS Company decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirBMS, BMS Company shall provide Elixir BMS with express written notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Company less than forty-five (45) days prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be 50% of the time remaining for response after such communication is received by Company. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Company shall provide Elixir BMS with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir Company shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to BMS and Company shall no longer have any right or license in and to such patent counsel selected by Elixir application and reasonably acceptable to BMSpatents issuing therefrom under this Agreement. * Confidential Treatment Requested In such case, Section 10.2 Company shall apply to provide BMS with an update of the filing, prosecution and maintenance status for each of such patent applications and patents except that patents, including copies of any material official correspondence to or from patent offices. Company shall reasonably consult with and cooperate with BMS with respect to the role preparation, prosecution and maintenance of BMS and Elixir shall be reversed. Such such patent applications and patents patents. Except as described in this Section 10.3.2, Company shall otherwise continue not take any action during prosecution and maintenance of the BMS Patent Rights that would materially adversely affect them, without BMS’ prior express written consent, such consent not to be subject unreasonably withheld, delayed or conditioned if such action will not adversely affect the amount or duration of any royalty payable to all BMS, and which consent shall be considered to be given if Company notifies BMS of the terms proposed claim amendments or cancellations and conditions BMS fails to object within thirty (30) days of the Agreement in the same way as the other BMS Patent Rightssuch notification.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Patent Rights to may be abandoned in any country in the TerritoryMajor Market Country; provided that BMS shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within the request by Eiger to abandon a BMS Patent Rights either before Right if such patent application’s issuance abandonment will not adversely affect the amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationhereunder. Accordingly, BMS Eiger shall provide Elixir BMS with notice of the allowance and expected issuance date of any patent within the BMS Patent Rights, or any of the aforementioned deadline for filing deadlinesa new patent application, and Elixir BMS shall provide BMS Eiger with prompt notice as to whether Elixir BMS desires BMS Eiger to file such new patent application. In . 10.3.2 Subject to Section 10.3.1, in the event that BMS Eiger decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirBMS, BMS Eiger shall provide Elixir BMS with express written notice of this decision at least thirty (30) days [ * ] prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Eiger less than [ * ] prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be [ * ] of the time remaining for response after such communication is received by Eiger. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Eiger shall provide Elixir BMS with an opportunity [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir Eiger shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir BMS and reasonably acceptable to BMS. * Confidential Treatment Requested In such case, Section 10.2 Eiger shall apply no longer have any right or license in and to such patent applications application and patents except that the role of BMS and Elixir shall be reversed. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS Patent Rightsissuing therefrom under this Agreement.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Licensed Property, Licensed Patent Rights to or both of them may be abandoned in any country in the TerritoryMajor Market Country; provided that Licensee shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within request by Licensor to abandon a Licensed Property, Licensed Patent Right or both of them if such abandonment will not adversely affect the BMS Patent Rights either before such patent application’s issuance amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationLicensor hereunder. Accordingly, BMS Licensor shall provide Elixir Licensee with notice of the allowance and expected issuance date of any patent within the BMS Licensed Property and Licensed Patent Rights, or any of the aforementioned deadline for filing deadlinesa new patent application, and Elixir Licensor shall provide BMS Licensee with prompt notice as to whether Elixir Licensor desires BMS Licensee to file such new patent application. In . 10.3.2 Subject to Section 10.3.1, in the event that BMS Licensor decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within BMS the Licensed Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirLicensor, BMS Licensor shall provide Elixir Licensee with express written notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Licensor less than thirty (30) days prior to a deadline for taking action in response thereto, then the deadline for giving such notice to Licensee shall be ten (10) days of the time remaining for response after such communication is received by Licensor. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Licensor shall provide Elixir Licensee with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir Licensee assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir Licensor shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir Licensee and reasonably acceptable to BMS. * Confidential Treatment Requested In such case, Section 10.2 Licensee shall apply no longer have any right or license in and to such patent applications application and patents except that the role of BMS and Elixir shall be reversed. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS Patent Rightsissuing therefrom under this Agreement.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Patent Rights to may be abandoned in any country in the Territorycountry; provided that BMS shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within the request by Company to abandon a BMS Patent Rights either before Right if such patent application’s issuance abandonment will not adversely affect the amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationhereunder. Accordingly, BMS Company shall provide Elixir BMS with notice of (a) the allowance and expected issuance date of any patent within the BMS Patent Rights, or and (b) any of the aforementioned deadline for filing deadlinesa new patent application (including continuations and divisionals), and Elixir BMS shall provide BMS Company with prompt notice as to whether Elixir BMS desires BMS Company to file such new patent application. In . 10.3.2 Subject to Section 10.3.1, in the event that BMS Company decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirBMS, BMS Company shall provide Elixir BMS with express written notice of this decision at least thirty (30) days [***] prior to any pending lapse lapse, abandonment or abandonment deadline thereof, as the case may be, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Company less than [***] prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be [***] of the time remaining for response after such communication is received by Company. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Company shall provide Elixir BMS with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or maintenance of such patent, or filing, further prosecution and and/or maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for the costs of such filing, prosecution and maintenance, Company shall transfer the overall responsibility for such filing, prosecution and maintenance costsof such patent applications and patents to BMS and Company shall no longer have any right or license in and to such patents and patent applications and patents issuing therefrom under this Agreement. In such case, BMS or Elixir shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir and reasonably acceptable to BMS(outside or internal) of its choice. * Confidential Treatment Requested In such case, Section 10.2 Company shall apply provide BMS with an update of the filing, prosecution and maintenance status for each of such patent applications and patents, including copies of any material official correspondence to or from patent offices. Company shall reasonably consult with and cooperate with BMS with respect to the preparation, prosecution and maintenance of such patent applications and patents except that the role of BMS and Elixir shall be reversed. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS Patent Rightsby BMS.

Patent Abandonment. In no event 10.3.1 The Parties will BMS knowingly permit confer and must mutually agree before any of the BMS Patent Rights to may be abandoned in any country in the TerritoryMajor Market Country; provided, that BMS shall not unreasonably withhold, delay or elect not to file a new patent application claiming priority condition its consent to a patent application within the request by Company to abandon a BMS Patent Rights either before Right if such patent application’s issuance abandonment will not adversely affect the amount or within the time period required for the filing duration of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir first being given an opportunity any royalty payable to assume full responsibility for the continued prosecution and maintenance of such BMS Patent Rights, or the filing of such new patent applicationhereunder. Accordingly, BMS Company shall provide Elixir BMS with notice of the allowance and expected issuance date of any patent within the BMS Patent Rights, or any of the aforementioned deadline for filing deadlinesa new patent application, and Elixir BMS shall provide BMS Company with prompt notice as to whether Elixir BMS desires BMS Company to file such new patent application. In Company will provide notice to BMS pursuant to Section 10.3.2 before abandoning any patent rights in non-Major Market Countries. 10.3.2 Subject to Section 10.3.1, in the event that BMS Company decides either (ia) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country country, or (iib) not to file such any new patent application requested to be filed by ElixirBMS, BMS Company shall provide Elixir BMS with express written notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Company less than forty-five (45) days prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be 50% of the time remaining for response after such communication is received by Company. In such event, BMS provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Company shall provide Elixir BMS with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir Company shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to BMS and Company shall no longer have any right or license in and to such patent counsel selected by Elixir application and reasonably acceptable to BMSpatents issuing therefrom under this Agreement. * Confidential Treatment Requested In such case, Section 10.2 Company shall apply to provide BMS with an update of the filing, prosecution and maintenance status for each of such patent applications and patents except that patents, including copies of any material official correspondence to or from patent offices. Company shall reasonably consult with and cooperate with BMS with respect to the role preparation, prosecution and maintenance of BMS and Elixir shall be reversed. Such such patent applications and patents patents. Except as described in this Section 10.3.2, Company shall otherwise continue not take any action during prosecution and maintenance of the BMS Patent Rights that would materially adversely affect them, without BMS’ prior express written consent, such consent not to be subject unreasonably withheld, delayed or conditioned if such action will not adversely affect the amount or duration of any royalty payable to all BMS, and which consent shall be considered to be given if Company notifies BMS of the terms proposed claim amendments or cancellations and conditions BMS fails to object within thirty (30) days of the Agreement in the same way as the other BMS Patent Rightssuch notification.

Patent Abandonment. In no event will BMS knowingly shall AMRI permit any of the BMS AMRI Patent Rights to be abandoned in any country in the Territoryabandoned, or elect not to file a new patent application claiming priority to a patent application within the BMS AMRI Patent Rights either before such patent application’s issuance or within the time period required for the filing of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without Elixir BMS first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such BMS AMRI Patent Rights, or the filing of such new patent application. Accordingly, BMS AMRI shall provide Elixir BMS with notice of the allowance and expected issuance date of any such patent within the BMS AMRI Patent Rights, or any of the aforementioned filing deadlines, and Elixir shall provide BMS with prompt notice as to whether Elixir desires BMS to file such new patent application. In the event that BMS AMRI decides either (i) not to continue the prosecution or maintenance of a patent application or patent within BMS the AMRI Patent Rights in any country as permitted in this Section 14.3 or (ii) not to file such new patent application requested to be filed by ElixirBMS, BMS AMRI shall provide Elixir BMS with notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof. In such event, BMS AMRI shall provide Elixir BMS with an opportunity to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that Elixir BMS assumes such responsibility for such filing, prosecution and maintenance costs, BMS or Elixir AMRI shall have the right to transfer at BMS’ sole option the responsibility for such filing, prosecution and maintenance of such patent applications and patents to patent counsel selected by Elixir BMS and reasonably acceptable to BMSAMRI. * Confidential Treatment Requested In such case, Section 10.2 BMS shall apply to provide AMRI with an update of the filing, prosecution and maintenance status for each of such patent applications and patents except that patents, including copies of any material official correspondence to or from patent offices. BMS shall reasonably consult with and cooperate with AMRI with respect to the role preparation, prosecution and maintenance of BMS such patent applications and Elixir shall be reversedpatents. Such patent applications and patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other BMS AMRI Patent Rights.