Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counsel.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Steering Committee, in consultation with the Parties’ respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to Xxxxxxxxx Patents and Patents invented pursuant Collaboration Products. In addition, from time to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentstime, the “Lilly Patents”). The intellectual property subcommittee of the JSC Joint Steering Committee shall have sole decisiondetermine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof How or Inventions included in the TerritoryTOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technology. (b) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. Xxxxxxxxx TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep the JSC and Lilly informed of CURAGEN apprised as to the status of all actions taken pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filing, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Xxxxxxxxx PatentsPatents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. Lilly CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep the JSC and Xxxxxxxxx informed of TOPOTARGET apprised as to the status of all actions taken in pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Territory Joint Steering Committee that a patent application should be filed with respect to Lilly Patentsa any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. The intellectual property subcommittee of the JSC CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep Xxxxxxxxx and Xxxxx informed of TOPOTARGET apprised as to the status of all actions taken in the Territory with respect to Jointly Owned Patentspending patent applications. In particularThe costs of filing, the informing entity prosecuting and maintaining any Patents under this Section 6.4(d) shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment be shared equally by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselParties.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall agree upon a patent filing policy with respect to the Joint Development Technology and the GAMETE Development Technology. In addition, from time to time, the Joint Development Committee shall determine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-How or Inventions included in the Joint Development Technology and the GAMETE Development Technology. GAMETE shall have sole decisionthe right to file and prosecute patent applications with respect to any Know-making authority for all actions relating How or Inventions included in any GAMETE Development Technology or Joint Development Technology in any jurisdiction in which it is determined in accordance with such policy not to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely file such applications. Unless otherwise agreed by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcementParties, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for expenses incurred in connection with the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly Patents covering Joint Development Technology shall establish an overall strategy for be borne equally by the Parties. (b) The preparation, filing, prosecuting and maintenance of Patents included in the MGH Patent Rights shall be accomplished as provided in the MGH License Agreement, subject to the provisions of this Agreement and the right of VIACELL to direct the prosecution and maintenance of Lilly patent applications and patents included in the MGH Patent Rights to the extent GAMETE has such rights under the MGH License Agreement and to direct the substance of any comments which GAMETE may have the right to provide regarding such Patents. The intellectual property subcommittee Furthermore, the Parties' respective rights and obligations under this Section shall establish an overall strategy for be subject, in all events, to any superior rights of MGH under the filingMGH License Agreement regarding the MGH Patent Rights. (c) If GAMETE elects to abandon the prosecution or maintenance of any MGH Patent Right in any country pursuant to Section 4.5 of the MGH License Agreement, and MGH elects not to assume the prosecution or maintenance of such MGH Patent Right, GAMETE shall so notify VIACELL. If VIACELL notifies GAMETE that VIACELL wishes to assume the prosecution or maintenance of such MGH Patent Right, GAMETE shall take all actions in connection with the MGH License Agreement and shall otherwise assist VIACELL in assuming the prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselabandoned patents.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that (a) Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly Licensed Products (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decisionincluding Transition Patents and Patents jointly-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the Parties “Jointly Owned Patents”). Such , which actions include Patent Prosecution, defense, listing in regulatory publications (such as applicablethe FDA Orange Book and any foreign equivalent), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x Lilly’s sole expense. Xxxxxxxxx shall establish an overall strategy for expense commencing on the filing, prosecution and maintenance Effective Date of Xxxxxxxxx Patentsthis Agreement. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution Transition Patents and maintenance of “Jointly Owned Patents”. The primary objective of such strategy shall be to provide patent exclusivity for the Licensed Products and uses thereof in the Territorymajor pharmaceutical markets. Xxxxxxxxx Other elements of such strategy, if any, shall be subservient to this primary objective. Lilly shall keep the JSC JDC and Lilly Transition informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity Lilly shall (a) regularly and promptly provide the informed entities Transition with copies of all prospective patent applications and patent applications filed hereunder for Jointly Owned Patents and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Transition Patents and any Jointly Owned Patents as applicablePatents, in sufficient time to allow for review and comment by the informed entitiesTransition; and (b) provide the informed entities Transition and their its patent counsels counsel with an opportunity to consult with the informing entity Lilly and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity Transition and its patent counsel shall be taken into consideration in good faith by the informing entity Lilly and its patent counsel. (b) Before taking, or causing a counsel controlling Patent Prosecution pursuant to a Third Party Agreement to take, any material step in the Patent Prosecution of Transition Patents, Transition and its counsel shall allow Lilly a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Lilly. Notwithstanding anything to the contrary in this Article 13.2, Transition shall not abandon, waive or otherwise alter any rights to any Transition Patent received under a Third Party Agreement without the written consent of Lilly.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating (a) As between the Parties, Alopexx shall, acting through patent counsel of its choice: (i) endeavor to Xxxxxxxxx Patents prepare, file, prosecute, and Patents invented pursuant maintain the Alopexx Patent Rights and the Joint Program Patent Rights worldwide so as to activities conducted under this Agreementsecure the broadest protection reasonably and lawfully available; provided that Lilly shall have sole decision-making authority for all actions relating (ii) consult with BCI in relation to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe preparation, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution prosecution, and maintenance of Xxxxxxxxx Patents. Lilly the Alopexx Patent Rights and the Joint Program Patent Rights, as well as all changes to patent claims or specifications that would have the effect of reducing or limiting the extent of such patent coverage; and (iii) pay all fees and expenses to prepare, file, prosecute, and maintain the Alopexx Patent Rights and the Joint Program Patent Rights worldwide as and when due, provided BCI shall establish an overall strategy reimburse Alopexx for the portion of such fees and expenses that are incurred by Alopexx during the Term in, for, or with respect to the Territory. Alopexx shall consult in good faith with BCI and BCI shall cooperate with and assist Alopexx in all reasonable respects, in connection with Alopexx’s preparation, filing, prosecution prosecution, and maintenance of Lilly Patentssuch Alopexx Patent Rights and Joint Program Patent Rights. The intellectual property subcommittee shall establish an overall strategy If Alopexx desires to abandon or to not maintain any of the Joint Program Patent Rights in the Field in and for the Territory (or to cease funding any application or Patent Rights forming a part of such Joint Program Patent Rights), it shall give BCI sixty (60) days prior written notice of same, and BCI shall have the right but not the obligation, beginning at the end of such notice time period, to pursue preparing, filing, prosecution prosecuting, or maintaining such Joint Program Patent Rights in the Field solely in and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products Territory, at its sole cost and uses thereof in the Territoryexpense. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its BCI shall, acting through patent counsel regarding the filing and contents of any such applicationits choice, amendmentendeavor to prepare, submission or responsefile, prosecute, and maintain the advice and suggestions BCI Patent Rights licensed to Alopexx pursuant to this Agreement. If BCI desires to abandon or to not maintain any of the informed entity BCI Patent Rights in the Field in and its patent counsel for the Territory (or to cease funding any application or Patent Rights forming a part of such BCI Patent Rights), BCI shall be taken into consideration give Alopexx sixty (60) days prior written notice of same, and Alopexx shall have the right but not the obligation, beginning at the end of such notice time period, to pursue preparing, filing, prosecuting, or maintaining such BCI Patent Rights in good faith by the informing entity Field solely in and its patent counselfor the Territory, at Alopexx’s sole cost and expense.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx 8.1 The Company shall have sole decision-making authority for bear all actions relating patent expenses with respect to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx the Licensed Patents including the out-of-pocket expenses incurred by Licensors in respect to the filing of the Licensed Patents until the Effective Date in the amount of US$ 8,170. Patent applications shall be in full coordination and subject to advice of the Company’s patent attorney. Company shall be named at its own cost as an exclusive licensee and the terms of the License shall be detailed and registered as part of the applicable patent application. During the term of this Agreement Licensors shall not make any changes in the status of the registration of the Company as an exclusive licensee, for any reason whatsoever, except with the prior consent of the Company, not to be unreasonably withheld. 8.2 The Company shall be solely responsible for the ongoing filing, prosecution, maintenance of the Licensed Patents, using its own legal counsel, and will consult on a general basis with the Licensors in relation to the preparation of any relevant specifications and the filing of new patent applications included therein. Lilly All applications shall establish list the Company as an overall strategy exclusive licensee of such Patents. 8.3 All Licensed Patents shall be filed and registered in the name of Licensors (or their designees) and shall include the Company as an exclusive licensee. 8.4 The Parties shall consult and make every reasonable effort to reach an agreement in all respects relating to the manner of making applications and registering the Licensed Patents, including the time of making the applications, the countries where applications will be made and all other particulars relating to patent registration as aforesaid. 8.5 In respect of any patent application mutually approved by the Company and Licensors, any and all costs and expenses of the preparation, filing, maintenance and prosecution of the Licensed Patents shall be borne and paid by the Company until termination or expiration of this Agreement. 8.6 The Parties shall assist each other in all respects relating to the preparation of documents for the registration of Licensed Patents or the maintenance thereof forthwith upon the other Party’s request. 8.7 During the term of this Agreement and as long as there is a commercial justification, as shall be mutually agreed by the Parties, the Company and Licensors undertake to take all appropriate measures in order to extend the period of the duration of the patent registrations or any other extension, granted by the law, to enable extension of the time in which the Licensed Patents are protected. All the terms of this Agreement shall apply to the extended period of protection. 8.8 In the event that the Company shall not pay the costs and expenses related to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filingmaintenance, prosecution or defense of any Licensed Patents (the “Abandoned Patent Rights”) in a certain state or country (the “Abandoned Country”) and maintenance Licensors elect to continue to file, maintain, prosecute or defend any such Abandoned Patent Rights in such Abandoned Country at its own cost and expense, then, subject to Licensor’s obligation to inform the Company 3 months in advance of Jointly Owned Patents. The primary objective of its intention to do so and allowing the Company a 7 working days period following such strategy shall be notice to provide patent exclusivity for pay the Products and uses thereof in Abandoned Patent Rights, any right granted hereunder to the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory Company with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory Abandoned Patent Right will terminate with respect to Lilly Patentssuch Abandoned Country, and the Company shall have no rights whatsoever to exploit such Abandoned Patent Rights in such Abandoned Country. The intellectual property subcommittee Licensors hereby warrant that to the best of their knowledge (but without making any special inquiries) the Existing IP does not infringe upon any Intellectual Property of others. Licensors make no additional representation and extend no additional warranties of any land, either express or implied, in connection to the validity of any of the JSC shall keep Xxxxxxxxx and Xxxxx informed of Licensed Patents (including the status of Existing IP). Licensors disclaim all actions taken in the Territory warranties whatsoever with respect to Jointly Owned Patentsthe merchantability or fitness for a particular purpose of any Licensed Patent. 8.9 If any Party shall become aware of any known or threatened infringements, imitations or counterfeits of the Licensed Patents and/or the Leukemia. Licensed Products and/or the Licensed Products by any Third Party, it shall notify the other Party and the Company may take legal action in its own name, at the Company’s cost and expense, and with counsel of the Company’s choosing. If required or asked by the Company, Licensors shall join the Company as a party to any proceeding relating to prosecuting or defending such infringement actions, at the cost and expense of the Company. In particularthe event that the Company shall elect NOT to take any legal action in its own name, the informing entity Company shall (a) regularly so notify Licensors and promptly provide the informed entities with copies of all prospective patent applications Licensors shall be entitled to pursue such legal action against third parties at its own cost and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and expense. If there is any Jointly Owned Patents as applicable, monetary recovery in sufficient time to allow for review and comment any such action commenced by the informed entities; Company, the Company shall have the right to deduct all of its counsel fees and costs after which any remaining proceeds will be divided thirty-five percent (b35%) provide to Licensors and sixty-five percent (65%) to the informed entities Company. If there is any monetary recovery in an action commenced by Licensors in accordance with this Section, Licensors shall have the right to deduct all of its counsel fees and their patent counsels with an opportunity costs after which any remaining proceeds will be divided thirty-five percent (35%) to consult with the informing entity Company and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselsixty-five percent (65%) to Licensors.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe NEOTHERAPEUTICS Licensed Technology, the “Lilly Patents”)Joint Development Technology and the NEOTHERAPEUTICS Development Technology. The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating In addition, from time to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patentstime, the “Jointly Owned Patents”). Such actions include Patent ProsecutionJoint Development Committee shall determine, defensein accordance with such policy, listing whether and in regulatory publications (as applicable), what jurisdictions patent term extension, abandonment, maintenance and enforcement, all of which will applications should be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be filed with respect to provide patent exclusivity for the Products and uses thereof any Know-How or Inventions included in the TerritoryNEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to GPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. Xxxxxxxxx NEOTHERAPEUTICS shall take all such actions in consultation with GPC and its patent counsel and shall keep the JSC and Lilly informed of GPC apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.3(b) shall be reimbursed by GPC. NEOTHERAPEUTICS shall invoice GPC for such costs on a quarterly basis. Such invoices shall be payable forty-five (45) days after receipt thereof. If the Territory Joint Development Committee determines to not have a patent application filed with respect to Xxxxxxxxx Patentsany Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application and any letters patent issuing therefrom at its own expense. (c) The preparation, filing, prosecuting and maintenance of Patents included in the X-X Licensed Technology shall be accomplished as provided in the X-X License Agreement, subject to the provisions of this Agreement. Lilly Furthermore, the Parties' respective rights and obligations under this Section shall keep be subject, in all events, to any superior rights of X-X under the JSC and Xxxxxxxxx informed X-X License Agreement regarding the X-X Licensed Technology. (d) If X-X elects to abandon the prosecution or maintenance of any X-X Patent Right in any country pursuant to Section 1 of Article VII of the status X-X License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of all actions taken in such X-X Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that GPC wishes to assume the Territory with respect prosecution or maintenance of such X-X Patent Right, NEOTHERAPEUTICS shall exercise its right to Lilly Patents. The intellectual property subcommittee assume such prosecution or maintenance on behalf of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseGPC, and the advice and suggestions of the informed entity and NEOTHERAPEUTICS shall assign its patent counsel shall be taken into consideration rights to such X-X Patent Right in good faith by the informing entity and its patent counselsuch country to GPC.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating 5.1.1 Licensor Patent Rights will be held in the name of Licensor and obtained with counsel selected by Licensor and reasonably acceptable to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly Licensee (such Patents, the “Lilly PatentsPatent Counsel”). The intellectual property subcommittee of the JSC Licensor shall have sole decision-making authority for control all actions relating and decisions with respect to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx PatentsLicensor Patent Rights and will incorporate any reasonable comments or suggestions by Licensee with respect thereto; provided that, Licensor shall not file a continuation-in-part with respect to any Licensor Patent Right without Licensee’s prior written consent. Lilly Subject to the foregoing, Licensor shall establish an overall have the right to make all final decisions as to the prosecution strategy for all Licensor Patent Rights; provided Licensee shall be consulted in a timely fashion with respect to the prosecution strategy of the Licensor Patent Rights. Licensor will cause Patent Counsel to provide to Licensee for Licensee’s review and comment (in the case of any filing or submission, prior to any filing or submission), copies of all correspondence related to Licensor Patent Rights (including all copies of patent applications, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application) and to confer with Licensee in regards to the preparation, filing, prosecution and maintenance of Licensor Patent Rights. In the event Licensor elects to forego or abandon filing, prosecution or maintenance of any of the Licensor Patent Rights, Licensor will notify Licensee of such election at least [***] prior to any act of abandonment and any filing or payment due date, or any other due date that requires action (“Election Notice”). Upon receipt of an Election Notice, Licensee will be entitled, upon written notice to Licensor, to require the continued prosecution or maintenance of such Licensor Patent Right in such country and Licensor shall comply with such requirement, provided that Licensor still desires to forego or abandon such Licensor Patent Rights. In such event, Licensee shall provide written instructions to Licensor as to the filing, prosecution and maintenance of Lilly Patentssuch Licensor Patent Rights and Licensor shall incorporate in any submission or filing in connection therewith any instructions provided by Licensee. The intellectual property subcommittee Notwithstanding the foregoing, if Licensee fails to provide written instructions to Licensor, Licensor may forgo and abandon such Licensor Patent Rights to the extent Licensor has provided at least [***] to provide such instructions. Without limiting the foregoing, Licensor shall establish an overall strategy file, prosecute and maintain the Licensor Patent Rights in the list of countries and territories identified on Schedule 5.1.1, unless otherwise instructed by Licensee or Licensee elects to cease paying Patent Costs for such country or territory. 5.1.2 Licensor will provide reasonable assistance to Licensee in connection with obtaining supplementary protection certificates for the filingLicensor Patent Rights at Licensee’s cost and expense, prosecution and maintenance of Jointly Owned Patents. The primary objective of Licensor will provide reasonable assistance to Licensee in connection with obtaining patent term extensions or similar protection (such strategy shall be to provide patent exclusivity certificates, extension and protections, “Patent Extensions”) for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory Licensor Patent Rights with respect to Xxxxxxxxx Patentsthe Products at Licensee’s cost and expense. Lilly Notwithstanding anything herein to the contrary, Licensee or its designee shall keep have the JSC and Xxxxxxxxx informed of the status of all actions taken sole right to select any Licensor Patent Right for which a Patent Extension will be sought in the Territory connection with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow Regulatory Approval for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counseleach Product.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under During the term of this Agreement; provided that Lilly ,. VaxGen shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy responsible for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly all Licensed Patent Rights at its sole cost and expense; provided, however, that Celltrion shall establish an overall strategy for reimburse all reasonable costs and expenses incurred by VaxGen in relation to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy in Korea made for the benefit of Celltrion hereunder within 30 days of receipt of an invoice from VaxGen setting forth such costs and expenses. VaxGen shall keep Celltrion informed of the status of filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products Licensed Patent Rights in Korea, by: (i) updating Celltrion on a regular basis (and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of any event not less frequently than annually) regarding the status of all actions taken the patent applications and patents within the Licensed Patent Rights by providing Celltrion with a then-current version of Exhibit A to this Agreement and reviewing it with Celltrion as reasonably requested; and (ii) notifying Celltrion of any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights in the Territory Korea.. VaxGen shall determine in its sole discretion whether or not to file, perfect, prosecute, maintain or take or not take any other action with respect to Xxxxxxxxx Patentsany patent application or patent within the Licensed Patent Rights generally or in Korea (including, without limitation, any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights). Lilly However, if VaxGen desires to take (or not take) any such action in or for the benefit of Korea but Celltrion is not prepared to reimburse VaxGen therefor as required hereunder, in such case VaxGen shall keep be free to take (or not take) such action at its sole cost and expense and, on notice from VaxGen to Celltrion, the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory rights licensed to Celltrion under this Agreement with respect to Lilly Patents. The intellectual property subcommittee of such patent application or patent shall return to VaxGen and thereafter be excluded from the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselLicensed Patent Rights.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe NEOTHERAPEUTICS Licensed Technology, the “Lilly Patents”)Joint Development Technology and the NEOTHERAPEUTICS Development Technology. The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating In addition, from time to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patentstime, the “Jointly Owned Patents”). Such actions include Patent ProsecutionJoint Development Committee shall determine, defensein accordance with such policy, listing whether and in regulatory publications (as applicable), what jurisdictions patent term extension, abandonment, maintenance and enforcement, all of which will applications should be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be filed with respect to provide patent exclusivity for the Products and uses thereof any Know-How or Inventions included in the TerritoryNEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to GPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. Xxxxxxxxx NEOTHERAPEUTICS shall take all such actions in consultation with GPC and its patent counsel and shall keep the JSC and Lilly informed of GPC apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.3(b) shall be reimbursed by GPC. NEOTHERAPEUTICS shall invoice GPC for such costs on a quarterly basis. Such invoices shall be payable forty-five (45) days after receipt thereof. If the Territory Joint Development Committee determines to not have a patent application filed with respect to Xxxxxxxxx Patentsany Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application and any letters patent issuing therefrom at its own expense. (c) The preparation, filing, prosecuting and maintenance of Patents included in the J-X Licensed Technology shall be accomplished as provided in the J-X License Agreement, subject to the provisions of this Agreement. Lilly Furthermore, the Parties' respective rights and obligations under this Section shall keep be subject, in all events, to any superior rights of J-X under the JSC and Xxxxxxxxx informed J-X License Agreement regarding the J-X Licensed Technology. (d) If J-X elects to abandon the prosecution or maintenance of any J-X Patent Right in any country pursuant to Section 1 of Article VII of the status J-X License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of all actions taken in such J-X Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that GPC wishes to assume the Territory with respect prosecution or maintenance of such J-X Patent Right, NEOTHERAPEUTICS shall exercise its right to Lilly Patents. The intellectual property subcommittee assume such prosecution or maintenance on behalf of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseGPC, and the advice and suggestions of the informed entity and NEOTHERAPEUTICS shall assign its patent counsel shall be taken into consideration rights to such J-X Patent Right in good faith by the informing entity and its patent counselsuch country to GPC.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx 7.1 Licensor shall have sole decision-making authority for the first right to prepare, file, prosecute and maintain the Licensed Patent Rights in the United States and in all actions foreign countries within the Territory with counsel selected by Licensor at Licensor’s expense. Licensor shall (i) promptly provide Licensee and its counsel with copies of any official communications from the United States and any foreign patent office relating to Xxxxxxxxx Patents the Licensed Patent Rights, and Patents invented pursuant (ii) provide Licensee and its counsel with advance copies of all written communications addressed to activities conducted under this Agreementthe United States or any foreign patent office relating to the Licensed Patent Rights. In the event that Licensor determines not to prepare, file, prosecute or maintain any patent rights constituting Licensed Patent Rights, Licensor shall promptly notify Licensee in writing, and, subject to Licensor’s pre-existing contractual obligations to Third Parties, Licensee shall have the right to prepare, prosecute and maintain any such application or right that is relevant to the Field in Licensor’s name and at Licensee’s expense; provided that Lilly that, Licensor’s abandonment of a particular patent application in favor of a continuation, divisional or other substitute application shall not give rise to the foregoing Licensee step-in right. Licensee shall have sole decision-making authority for all actions relating reasonable opportunities to Patents invented pursuant participate in decisions with respect to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patentspatents and patent applications in the Licensed Patent Rights, to the extent such decisions are material to the protection of Licensed Products in the Field. Lilly Licensor shall establish an overall strategy for consider in good faith any comments timely provided by Licensee with respect to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for patents and patent applications in the filingLicensed Patent Rights, to the extent such comments are relevant to Licensed Products in the Field. 7.2 In the event that Licensor advises Licensee in writing that it has determined to abandon, any patent application or issued patent licensed under this Agreement, and Licensee thereafter exercises its step-in rights with respect to the preparation, prosecution and maintenance of Jointly Owned Patents. The primary objective of thereof as set forth in Section 7.1 above, Licensee’s license under such strategy abandoned Licensed Patent Rights set forth in Section 2.1 shall be to provide patent exclusivity for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseconvert to, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselthereafter be, a fully paid-up, non-royalty-bearing license.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating Pursuant to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee Section 3.2 of the JSC Einstein Agreement, Licensor shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, control national phase prosecution and maintenance of Xxxxxxxxx Patentspatent application number PCT/US2018/017524 filed February 9, 2018 and any divisionals, continuations, and continuations-in-part of said patent in all jurisdictions and covering all disclosed subject matter, including but not limited to subject matter within the Field. Lilly Regarding any other patent or patent application that might become a Licensed Patent Right—and subject to the other terms of this Section 6.1—Licensee shall establish an overall strategy be responsible for the controlling, preparing, filing, prosecuting, obtaining and maintaining, at its sole cost, expense and discretion, all Licensed Patent Rights (including, without limitation, the composition of matter patents and applications covering the composition of matter of the Licensed Product), in the Territory after the Effective Date, using patent counsel reasonably acceptable to Licensor. Licensor shall be responsible and shall pay for all such costs incurred, or amounts due and outstanding prior to the Effective Date. In connection with the foregoing, Licensee shall (i) keep Licensor reasonably informed of the course of the prosecution and maintenance of Lilly PatentsLicensed Patent Rights and (ii) reasonably consider Licensor’s comments regarding such matters, and (iii) reasonably endeavor to undertake all suggestions by Licensor that are not unreasonable. The intellectual property subcommittee Until expiration of Licensee’s Expansion Rights with respect to a particular Indication, Licensor shall establish an overall strategy for keep Licensee reasonably informed of the filing, course of the prosecution and maintenance of Jointly Owned Patentspatents and patent applications now or hereafter owned or Controlled by Licensor relating to any Licensed Product outside the Field and shall reasonably consider Licensee’s comments, and in the event that Licensee does not obtain a license for Licensed Products outside the Field, shall thereafter keep Licensee reasonably informed with respect to such patents and patent applications, other than those having applicability solely outside the Field as to which Licensee has previously elected not to obtain a license. The primary objective Similarly, for any patents and patent applications related to any Licensed Product now or hereafter owned or Controlled by Licensor outside of the Territory, Licensor shall keep Licensee reasonably informed of the course of the prosecution and maintenance of such strategy patents and patent applications and shall be reasonably consider Licensee’s comments. Licensor shall have responsibility for patent costs for patents that are primarily related to provide patent exclusivity for Licensed Products outside the Products Field (including related formulation patents) and uses thereof in outside of the Territory. Xxxxxxxxx shall keep In the JSC and Lilly informed event that Licensee obtains an option or license for Licensed Products that are outside the Field or outside of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed as of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particularEffective Date, the informing entity shall (a) regularly Parties will agree upon appropriate treatment of and promptly provide responsibility for patent costs for such patents at the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission Field or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselTerritory expansion.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx 8.1 The Company shall have sole decision-making authority for bear all actions relating patent expenses with respect to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx the Licensed Patents including the out-of-pocket expenses incurred by Licensors in respect to the filing of the Licensed Patents until the Effective Date in the amount of US$ 8,170. Patent applications shall be in full coordination and subject to advice of the Company’s patent attorney. Company shall be named at its own cost as an exclusive licensee and the terms of the License shall be detailed and registered as part of the applicable patent application. During the term of this Agreement Licensors shall not make any changes in the status of the registration of the Company as an exclusive licensee, for any reason whatsoever, except with the prior consent of the Company, not to be unreasonably withheld. 8.2 The Company shall be solely responsible for the ongoing filing, prosecution, maintenance of the Licensed Patents, using its own legal counsel, and will consult on a general basis with the Licensors in relation to the preparation of any relevant specifications and the filing of new patent applications included therein. Lilly All applications shall establish list the Company as an overall strategy exclusive licensee of such Patents. 8.3 All Licensed Patents shall be filed and registered in the name of Licensors (or their designees) and shall include the Company as an exclusive licensee. 8.4 The Parties shall consult and make every reasonable effort to reach an agreement in all respects relating to the manner of making applications and registering the Licensed Patents, including the time of making the applications, the countries where applications will be made and all other particulars relating to patent registration as aforesaid. 8.5 In respect of any patent application mutually approved by the Company and Licensors, any and all costs and expenses of the preparation, filing, maintenance and prosecution of the Licensed Patents shall be borne and paid by the Company until termination or expiration of this Agreement. 8.6 The Parties shall assist each other in all respects relating to the preparation of documents for the registration of Licensed Patents or the maintenance thereof forthwith upon the other Party’s request. 8.7 During the term of this Agreement and as long as there is a commercial justification, as shall be mutually agreed by the Parties, the Company and Licensors undertake to take all appropriate measures in order to extend the period of the duration of the patent registrations or any other extension, granted by the law, to enable extension of the time in which the Licensed Patents are protected. All the terms of this Agreement shall apply to the extended period of protection. 8.8 In the event that the Company shall not pay the costs and expenses related to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filingmaintenance, prosecution or defense of any Licensed Patents (the “Abandoned Patent Rights”) in a certain state or country (the “Abandoned Country”) and maintenance Licensors elect to continue to file, maintain, prosecute or defend any such Abandoned Patent Rights in such Abandoned Country at its own cost and expense, then, subject to Licensor’s obligation to inform the Company 3 months in advance of Jointly Owned Patents. The primary objective of its intention to do so and allowing the Company a 7 working days period following such strategy shall be notice to provide patent exclusivity for pay the Products and uses thereof in Abandoned Patent Rights, any right granted hereunder to the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory Company with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory Abandoned Patent Right will terminate with respect to Lilly Patentssuch Abandoned Country, and the Company shall have no rights whatsoever to exploit such Abandoned Patent Rights in such Abandoned Country. The intellectual property subcommittee Licensors hereby warrant that to the best of their knowledge (but without making any special inquiries) the Existing IP does not infringe upon any Intellectual Property of others. Licensors make no additional representation and extend no additional warranties of any land, either express or implied, in connection to the validity of any of the JSC shall keep Xxxxxxxxx and Xxxxx informed of Licensed Patents (including the status of Existing IP). Licensors disclaim all actions taken in the Territory warranties whatsoever with respect to Jointly Owned Patentsthe merchantability or fitness for a particular purpose of any Licensed Patent. 8.9 If any Party shall become aware of any known or threatened infringements, imitations or counterfeits of the Licensed Patents and/or the Leukemia. Licensed Products and/or the Licensed Products by any Third Party, it shall notify the other Party and the Company may take legal action in its own name, at the Company’s cost and expense, and with counsel of the Company’s choosing. If required or asked by the Company, Licensors shall join the Company as a party to any proceeding relating to prosecuting or defending such infringement actions, at the cost and expense of the Company. In particularthe event that the Company shall elect NOT to take any legal action in its own name, the informing entity Company shall (a) regularly so notify Licensors and promptly provide the informed entities with copies of all prospective patent applications Licensors shall be entitled to pursue such legal action against third parlies at its own cost and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and expense. If there is any Jointly Owned Patents as applicable, monetary recovery in sufficient time to allow for review and comment any such action commenced by the informed entities; Company, the Company shall have the right to deduct all of its counsel fees and costs after which any remaining proceeds will be divided thirty-five percent (b35%) provide to Licensors and sixty-five percent (65%) to the informed entities Company. If there is any monetary recovery in an action commenced by Licensors in accordance with this Section, Licensors shall have the right to deduct all of its counsel fees and their patent counsels with an opportunity costs after which any remaining proceeds will be divided thirty-five percent (35%) to consult with the informing entity Company and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselsixty-five percent (65%) to Licensors.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to Xxxxxxxxx Patents Collaboration Compounds and Patents invented pursuant Covered Products. In addition, from time to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentstime, the “Lilly Patents”). The intellectual property subcommittee of the JSC Joint Development Committee shall have sole decisiondetermine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof How or Inventions included in the TerritoryOXiGENE Licensed Technology, OXiGENE Collaboration Technology, BMS Collaboration Technology and Joint Collaboration Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the OXiGENE Licensed Technology or OXiGENE Collaboration Technology, OXiGENE, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to BMS, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter OXiGENE shall prosecute such application and maintain any letters patent issuing therefrom. Xxxxxxxxx OXiGENE shall take all such actions in consultation with BMS and its patent counsel and shall keep the JSC and Lilly informed of BMS apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by OXiGENE under this Section 6.4(b) shall be reimbursed by BMS. OXiGENE shall invoice BMS for such costs on a quarterly basis. Such invoices shall be payable 45 days after receipt thereof. (c) Following a determination by the Territory Joint Development Committee that a patent application should be filed with respect to Xxxxxxxxx Patentsany Know-How or Inventions included in the BMS Collaboration Technology, BMS shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter BMS shall prosecute such application and maintain any letters patent issuing therefrom. Lilly BMS shall take all such actions in consultation with OXiGENE and its patent counsel and shall keep the JSC and Xxxxxxxxx informed of OXiGENE apprised as to the status of all actions taken in pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by BMS. (d) Following a determination by the Territory Joint Development Committee that a patent application should be filed with respect to Lilly Patentsa any Know-How or Invention included in the Joint Collaboration Technology, BMS shall promptly file a patent application with respect thereto, in the Parties' joint names, in the jurisdiction(s) selected by the Joint Development Committee, and thereafter BMS shall prosecute such application and maintain any letters patent issuing therefrom. The intellectual property subcommittee of the JSC BMS shall take all such actions in consultation with OXiGENE and shall keep Xxxxxxxxx and Xxxxx informed of OXiGENE apprised as to the status of all actions taken pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be borne solely by BMS. (e) The preparation, filing, prosecuting and maintenance of Patents included in the Territory with respect ASU Licensed Technology shall be accomplished as provided in the ASU License Agreement, subject to Jointly Owned PatentsSections 3.2(g) and 9.1(c) hereof. In particularFurthermore, the informing entity Parties' respective rights and obligations under this Section 6.4 shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicablebe subject, in sufficient time all events, to allow for review and comment by any superior rights of ASU under the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel ASU License Agreement regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselASU Licensed Technology.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties’ respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe NEOTHERAPEUTICS Licensed Technology, the “Lilly Patents”)Joint Development Technology and the NEOTHERAPEUTICS Development Technology. The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating In addition, from time to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patentstime, the “Jointly Owned Patents”). Such actions include Patent ProsecutionJoint Development Committee shall determine, defensein accordance with such policy, listing whether and in regulatory publications (as applicable), what jurisdictions patent term extension, abandonment, maintenance and enforcement, all of which will applications should be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be filed with respect to provide patent exclusivity for the Products and uses thereof any Know-How or Inventions included in the TerritoryNEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to GPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. Xxxxxxxxx NEOTHERAPEUTICS shall take all such actions in consultation with GPC and its patent counsel and shall keep the JSC and Lilly informed of GPC apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.3(b) shall be reimbursed by GPC. NEOTHERAPEUTICS shall invoice GPC for such costs on a quarterly basis. Such invoices shall be payable forty-five (45) days after receipt thereof. If the Territory Joint Development Committee determines to not have a patent application filed with respect to Xxxxxxxxx Patentsany Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application and any letters patent issuing therefrom at its own expense. (c) The preparation, filing, prosecuting and maintenance of Patents included in the J-X Licensed Technology shall be accomplished as provided in the J-X License Agreement, subject to the provisions of this Agreement. Lilly Furthermore, the Parties’ respective rights and obligations under this Section shall keep be subject, in all events, to any superior rights of J-X under the JSC and Xxxxxxxxx informed J-X License Agreement regarding the J-X Licensed Technology. (d) If J-X elects to abandon the prosecution or maintenance of any J-X Patent Right in any country pursuant to Section 1 of Article VII of the status J-X License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of all actions taken in such J-X Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that GPC wishes to assume the Territory with respect prosecution or maintenance of such J-X Patent Right, NEOTHERAPEUTICS shall exercise its right to Lilly Patents. The intellectual property subcommittee assume such prosecution or maintenance on behalf of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseGPC, and the advice and suggestions of the informed entity and NEOTHERAPEUTICS shall assign its patent counsel shall be taken into consideration rights to such J-X Patent Right in good faith by the informing entity and its patent counselsuch country to GPC.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating (a) BBIL shall, acting through patent counsel of its choice: (i) endeavor to Xxxxxxxxx Patents prepare, file, prosecute and Patents invented pursuant maintain the BBIL Patent Rights and the Joint Program Patent Rights worldwide so as to activities conducted under this Agreementsecure the broadest protection reasonably and lawfully available; provided that Lilly shall have sole decision-making authority for all actions relating (ii) consult with Ocugen in relation to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe preparation, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly the BBIL Patent Rights and the Joint Program Patent Rights, as well as all changes to patent claims or specifications that would have the effect of reducing or limiting the extent of such patent coverage; and (iii) pay all fees and expenses to prepare, file, prosecute and maintain the BBIL Patent Rights and the Joint Program Patent Rights worldwide as and when due, provided Ocugen shall establish an overall strategy reimburse BBIL for the portion of such fees and expenses that are incurred by BBIL in, for or with respect to the Ocugen Territory. BBIL shall consult in good faith with Ocugen and Ocugen shall cooperate with and assist BBIL in all reasonable respects, in connection with BBIL’s preparation, filing, prosecution and maintenance of Lilly Patentssuch BBIL Patent Rights and Joint Program Patent Rights. The intellectual property subcommittee shall establish an overall strategy If BBIL desires to abandon or to not maintain any of the Joint Program Patent Rights in the Field in and for the Ocugen Territory (or to cease funding any application or Patent Rights forming a part of such Joint Program Patent Rights), it shall give Ocugen [***] prior written notice of same, and Ocugen shall have the right but not the obligation, beginning at the end of such [***] period, to pursue preparing, filing, prosecution prosecuting or maintaining such Joint Program Patent Rights in the Field solely in and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products Ocugen Territory, at its sole cost and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and expense. (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its Ocugen shall, acting through patent counsel regarding of its choice, endeavor to prepare, file, prosecute and maintain the filing Ocugen Patent Rights licensed to BBIL pursuant to this Agreement. If Ocugen desires to abandon or to not maintain any of the Ocugen Patent Rights in the Field in and contents for the BBIL Territory (or to cease funding any application or Patent Rights forming a part of any such applicationOcugen Patent Rights), amendment, submission or responseOcugen shall give BBIL [***] prior written notice of same, and BBIL shall have the advice right but not the obligation, beginning at the end of such [***] period, to pursue preparing, filing, prosecuting or maintaining such Ocugen Patent Rights in the Field solely in and suggestions of for the informed entity BBIL Territory, at BBIL’s sole cost and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselexpense.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx Sucampo and its Affiliates, acting through patent counsel of its choice, and in reasonable consultation with Takeda solely during the Term, shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy responsible for the preparation, filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for Sucampo Patent Rights in the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof applicable country in the Territory. Xxxxxxxxx During the Term, Sucampo shall keep diligently prosecute all filed patent applications included in the JSC Sucampo Patent Rights and Lilly informed maintain all issued patents included in the Sucampo Patent Rights, except as otherwise set forth below. During the Term, Sucampo shall use Commercially Reasonable Efforts to notify Takeda within thirty (30) days in the event (however not later than ninety (90) days before any relevant patent deadline date for filing documents, paying fees or any required action) that Sucampo or its Affiliates decide not to prepare, file, prosecute and/or maintain any of the status of all actions taken Sucampo Patent Rights in the Field in any country in the Territory with respect and, upon the receipt of such notice, Takeda shall then have the right and option to Xxxxxxxxx Patentsdo so in such country at its own expense, except for the Sucampo Patent Rights mentioned in EXHIBIT N, for which Sucampo shall solely bear all fees and costs Takeda has paid to prosecute and maintain such Sucampo Patent Rights. Lilly Any Sucampo Patent Right for which Takeda assumes the responsibility to prepare, file, prosecute and/or maintain pursuant to this Section 11.2 shall keep the JSC and Xxxxxxxxx informed remain part of the status of all actions taken Sucampo Patent Rights and shall be solely and exclusively owned by Sucampo and Sucampo shall grant to Takeda a non-exclusive, royalty free, perpetual license for any such Sucampo Patent Right outside the Field. In the event Takeda has made the final decision to not Commercialize in the Territory with respect to Lilly Patents. The intellectual property subcommittee a country of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particularTerritory, the informing entity Parties shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration discuss in good faith by whether Sucampo shall be further obliged to prosecute and maintain the informing entity and its patent counselSucampo Patent Rights in such country of the Territory.