Common use of Prosecution and Maintenance of Patent Rights Clause in Contracts

Prosecution and Maintenance of Patent Rights. (a) Ardelyx shall be responsible for the preparation, filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail of Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx in the drafting and filing of the Listed Patents. Ardelyx will bear the [***] of Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within thirty (30) days of its receipt thereof. During the time that Ardelyx is responsible for the prosecution of the Listed Patents, Ardelyx shall provide Sanofi with advance copies of, and a reasonable opportunity to comment upon, proposed patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, in the course of such activities, will consider comments received from Sanofi with respect to such proposed filings, strategies and correspondence in good faith and will not unreasonably reject such comments to the extent such comments could reasonably be deemed to impact Ardelyx Compounds. In any event, Ardelyx will not finally abandon any claims and will not limit any claims that are specific to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming the prosecution and maintenance of the Listed Patents as provided by Section 8.4(i), including by transferring to Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventors.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Prosecution of AVEO Patent Rights Solely Owned by AVEO. With respect to AVEO Patent Rights that are owned solely by AVEO and exclusively licensed to Schering-Plough, excluding Program Patent Rights and Joint Patent Rights, AVEO and Schering-Plough shall be responsible for cooperate in connection with the preparation, filing, continued prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance by AVEO of the Listed Patents, unless and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestonesuch AVEO Patent Rights. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail of Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those The out-of-pocket costs and expenses incurred to obtain, prosecute and maintain such AVEO Patent Rights shall be borne one hundred percent (100%) by Ardelyx Schering-Plough for those Patent Rights that Schering-Plough has given AVEO a written request to file, prosecute and/or maintain. At any time during the Term, Schering-Plough may notify AVEO in writing that it no longer wishes to pursue the drafting filing, prosecution or maintenance of such a Patent Right in any country and filing of the Listed Patentsthereafter AVEO may do so at its own expense. Ardelyx will bear the [***] of Patent Costs after the Effective Date and AVEO shall notify Schering-Plough at least ninety (90) days prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx deadline for any additional Patent Costs incurred by Ardelyx after entering into the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within thirty (30) days of its receipt thereof. During the time that Ardelyx is responsible for the prosecution of the Listed Patents, Ardelyx shall provide Sanofi with advance copies of, and a reasonable opportunity to comment upon, proposed patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, in the course of such activities, will consider comments received from Sanofi national/regional phase with respect to any PCT application included in such proposed filingsAVEO Patent Rights. No later than sixty (60) days prior to entry into such national/regional phase, strategies Schering-Plough shall provide AVEO with a list of any countries in which Schering-Plough would like AVEO to file the patent application. AVEO shall file national/regional patent applications, or designate for national/regional filing and correspondence file, in good faith all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings and will communications to or from the respective patent offices, at reasonable times and upon reasonable notice. AVEO shall keep Schering-Plough informed of the status of all pending patent applications that pertain to any Licensed Product. AVEO, its agents and attorneys shall give due consideration to all timely suggestions and comments of Schering-Xxxxxx regarding any aspect of such patent prosecution. AVEO shall not unreasonably reject such comments discontinue prosecution or maintenance of any AVEO Patent Rights without at least ninety (90) days’ prior notice to Schering-Plough. If AVEO decides to discontinue prosecution or maintenance of any AVEO Patent Rights, subject to the extent such comments could reasonably be deemed to impact Ardelyx Compounds. In any event, Ardelyx will not finally abandon any claims and will not limit any claims that are specific to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming the prosecution and maintenance terms of the Listed Patents as provided by Section 8.4(i)AVEO Third Party Agreements, including by transferring Schering-Plough shall have the option to Sanofi the patent files associated with assume responsibility for prosecuting and maintaining such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsAVEO Patent Rights.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Regeneron shall be responsible for use Commercially Reasonable Efforts to prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the preparationRegeneron Patent Rights throughout the Territory, and shall confer with and keep Aventis reasonably informed regarding the status of such activities through the IPSC. In addition, Regeneron shall have the following obligations with respect to the filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless Patent Applications and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail of Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx included in the drafting Regeneron Patent Rights: (i) Regeneron shall use Commercially Reasonable Efforts to provide to Aventis review and filing comment with notice and a copy of the Listed Patents. Ardelyx will bear the [***] a substantially completed draft of any priority Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi Application at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within least thirty (30) days prior to the filing of its receipt thereof. During any such priority Patent Application by Regeneron and consider in good faith any comment; (ii) Regeneron shall notify the time that Ardelyx is responsible for Aventis prior to the prosecution filing of a Patent Application by Regeneron; (iii) Regeneron shall consult with the Aventis promptly following the filing of the Listed Patents, Ardelyx priority Patent Application to mutually determine in which countries it shall file convention Patent Applications; (iv) Regeneron shall provide Sanofi Aventis promptly with advance copies ofof all communications received from or filed in patent offices with respect to such filings; and (v) Regeneron shall provide Aventis, and a reasonable time prior to taking or failing to take action that would affect the scope or validity of rights under any Patent Applications or Patents (including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country), with notice of such proposed action or inaction so that Aventis has a reasonable opportunity to comment uponreview and make comments, proposed patent filingsand take such actions as may be appropriate in the circumstances. In the event that Regeneron desires to abandon any Patent included in the Regeneron Patent Rights, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating Regeneron shall provide reasonable prior written notice to any Listed Patents. ArdelyxAventis of such intention to abandon (which notice shall, in any event, be given no later than sixty (60) days prior to the course of such activities, will consider comments received from Sanofi next deadline for any action that may be taken with respect to such proposed filingsRegeneron Patent with the applicable patent office) and Aventis shall have the right, strategies and correspondence in good faith and will but not unreasonably reject such comments the obligation, to the extent such comments could reasonably be deemed to impact Ardelyx Compounds. In any event, Ardelyx will not finally abandon any claims and will not limit any claims that are specific to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming assume responsibility for the prosecution and maintenance thereof in Regeneron’s name, unless, with respect to any such Patent Applications that are unpublished, Regeneron notifies Aventis that Regeneron would prefer to maintain the subject matter of the Listed Patents such Patent Application as provided by Section 8.4(i), including by transferring to Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsa trade secret.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Regeneron shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Regeneron Patent Rights in the Territory. Regeneron shall undertake such activities using outside counsel reasonably acceptable to Sanofi except that all provisionals, the priority application based thereon and the corresponding PCT may be responsible for prepared and filed by Regeneron's in-house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the preparationstatus of such activities. In addition, Regeneron shall have the following obligations with respect to the filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail comment a substantially completed draft of any priority Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx Application in the drafting and filing of the Listed Patents. Ardelyx will bear the [***] of Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi Territory at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within least thirty (30) days prior to the filing of its receipt thereof. During any such priority Patent Application by Regeneron and incorporate any reasonable comment from Sanofi within such thirty (30) day period unless Regeneron reasonably believes that such comments will adversely affect the time Patent Application or resulting Patent (it being understood that Ardelyx is responsible for the prosecution Parties will discuss any points of the Listed Patents, Ardelyx disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with advance copies of, and a reasonable opportunity to comment upon, proposed of all material communications received from or filed in patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, offices in the course of such activities, will consider comments received from Sanofi Territory with respect to such proposed filings; (iii) Regeneron shall consult with Sanofi promptly following the filing of the priority Patent Applications in the Territory to mutually determine in which countries in the Territory it shall file convention Patent Applications, strategies provided, however, applications shall be filed in at least *************************************** (the "Patent Jurisdictions") unless otherwise agreed in writing; and correspondence (iv) Regeneron shall consult with Sanofi a reasonable time prior to taking or failing to take action that would materially affect the scope or validity of rights under any Patent Applications or Patents in good faith and will the Field (including but not unreasonably reject such comments limited to substantially narrowing or canceling any claim without reserving the extent such comments could reasonably be deemed right to impact Ardelyx Compoundsfile a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country). In the event that Regeneron desires to abandon any Patent included in the Regeneron Patent Rights in the Territory, Regeneron shall provide reasonable prior written notice to Sanofi of such intention to abandon (which notice shall, in any event, Ardelyx will be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Regeneron Patent with the applicable patent office) and Sanofi shall have the right, but not finally abandon any claims and will not limit any claims that are specific the obligation, to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming assume responsibility for the prosecution and maintenance thereof, in Regeneron's name or Sanofi's name at Sanofi's sole discretion, unless, with respect to any such Patent Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to maintain the subject matter of the Listed Patents such Patent Application as provided by Section 8.4(i), including by transferring to a trade secret and Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsagrees in writing.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Regeneron shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Regeneron Patent Rights in the Territory. Regeneron shall undertake such activities using outside counsel reasonably acceptable to Sanofi except that all provisionals, the priority application based thereon and the corresponding PCT may be responsible for prepared and filed by Regeneron's in-house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the preparationstatus of such activities. In addition, Regeneron shall have the following obligations with respect to the filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail comment a substantially completed draft of any priority Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx Application in the drafting and filing of the Listed Patents. Ardelyx will bear the [***] of Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi Territory at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within least thirty (30) days prior to the filing of its receipt thereof. During any such priority Patent Application by Regeneron and incorporate any reasonable comment from Sanofi within such thirty (30) day period unless Regeneron reasonably believes that such comments will adversely affect the time Patent Application or resulting Patent (it being understood that Ardelyx is responsible for the prosecution Parties will discuss any points of the Listed Patents, Ardelyx disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with advance copies of, and a reasonable opportunity to comment upon, proposed of all material communications received from or filed in patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, offices in the course of such activities, will consider comments received from Sanofi Territory with respect to such proposed filings; (iii) Regeneron shall consult with Sanofi promptly following the filing of the priority Patent Applications in the Territory to mutually determine in which countries in the Territory it shall file convention Patent Applications, strategies provided, however, applications shall be filed in at least ********************************************* (the "Patent Jurisdictions") unless otherwise agreed in writing; and correspondence (iv) Regeneron shall consult with Sanofi a reasonable time prior to taking or failing to take action that would materially affect the scope or validity of rights under any Patent Applications or Patents in good faith and will the Field (including but not unreasonably reject such comments limited to substantially narrowing or canceling any claim without reserving the extent such comments could reasonably be deemed right to impact Ardelyx Compoundsfile a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country). In the event that Regeneron desires to abandon any Patent included in the Regeneron Patent Rights in the Territory, Regeneron shall provide reasonable prior written notice to Sanofi of such intention to abandon (which notice shall, in any event, Ardelyx will be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Regeneron Patent with the applicable patent office) and Sanofi shall have the right, but not finally abandon any claims and will not limit any claims that are specific the obligation, to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming assume responsibility for the prosecution and maintenance thereof, in Regeneron's name or Sanofi's name at Sanofi's sole discretion, unless, with respect to any such Patent Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to maintain the subject matter of the Listed Patents such Patent Application as provided by Section 8.4(i), including by transferring to a trade secret and Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsagrees in writing.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Regeneron shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Regeneron Patent Rights in the Territory. Regeneron shall undertake such activities using outside counsel reasonably acceptable to Sanofi except that all provisionals, the priority application based thereon and the corresponding PCT may be responsible for prepared and filed by Regeneron’s in-house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the preparationstatus of such activities. In addition, Regeneron shall have the following obligations with respect to the filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail comment a substantially completed draft of any priority Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx Application in the drafting and filing of the Listed Patents. Ardelyx will bear the [***] of Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi Territory at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within least thirty (30) days prior to the filing of its receipt thereof. During any such priority Patent Application by Regeneron and incorporate any reasonable comment from Sanofi within such thirty (30) day period unless Regeneron reasonably believes that such comments will adversely affect the time Patent Application or resulting Patent (it being understood that Ardelyx is responsible for the prosecution Parties will discuss any points of the Listed Patents, Ardelyx disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with advance copies of, and a reasonable opportunity to comment upon, proposed of all material communications received from or filed in patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, offices in the course of such activities, will consider comments received from Sanofi Territory with respect to such proposed filings; (iii) Regeneron shall consult with Sanofi promptly following the filing of the priority Patent Applications in the Territory to mutually determine in which countries in the Territory it shall file convention Patent Applications, strategies provided, however, applications shall be filed in at least ******************************************** (the “Patent Jurisdictions”) unless otherwise agreed in writing; and correspondence (iv) Regeneron shall consult with Sanofi a reasonable time prior to taking or failing to take action that would materially affect the scope or validity of rights under any Patent Applications or Patents in good faith and will the Field (including but not unreasonably reject such comments limited to substantially narrowing or canceling any claim without reserving the extent such comments could reasonably be deemed right to impact Ardelyx Compoundsfile a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country). In the event that Regeneron desires to abandon any Patent included in the Regeneron Patent Rights in the Territory, Regeneron shall provide reasonable prior written notice to Sanofi of such intention to abandon (which notice shall, in any event, Ardelyx will be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Regeneron Patent with the applicable patent office) and Sanofi shall have the right, but not finally abandon any claims and will not limit any claims that are specific the obligation, to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming assume responsibility for the prosecution and maintenance thereof, in Regeneron’s name or Sanofi’s name at Sanofi’s sole discretion, unless, with respect to any such Patent Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to maintain the subject matter of the Listed Patents such Patent Application as provided by Section 8.4(i), including by transferring to a trade secret and Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsagrees in writing.

Prosecution and Maintenance of Patent Rights. (a) Ardelyx Regeneron shall be responsible for use Commercially Reasonable Efforts to prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the preparationRegeneron Patent Rights in the Territory and shall confer with and keep Company reasonably informed regarding the status of such activities. In addition, Regeneron shall have the following obligations with respect to the filing, prosecution (including without limitation conducting any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of the Listed Patents, unless Patent Applications and until Sanofi has exercised the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx agrees to prosecute and maintain the Listed Patents in those countries set forth on Exhibit C. A detail of Patent Costs incurred by Ardelyx in prosecuting and maintaining the Listed Patents prior to the Effective Date is set forth on Exhibit B; provided, however, that the costs and expenses set forth on Exhibit B do not include those costs and expenses incurred by Ardelyx Territory included in the drafting Regeneron Patent Rights: (i) Regeneron shall use Commercially Reasonable Efforts to provide to Company for review and filing comment a substantially completed draft of the Listed Patents. Ardelyx will bear the [***] of any priority Patent Costs after the Effective Date and prior to Sanofi’s exercise of the Option to Continue. After Ardelyx has paid such amount, Sanofi shall reimburse Ardelyx for any additional Patent Costs incurred by Ardelyx after the Effective Date during the Term until such time as Sanofi exercises the Option to Continue and Ardelyx has received the Continuation Milestone. Ardelyx shall submit invoices to Sanofi at the beginning of each Calendar Quarter, which invoice shall detail the Patent Costs Application in the previous Calendar Quarter and, if applicable, include all copies of invoices from outside counsel. Sanofi shall pay each invoice within Territory at least thirty (30) days prior to the filing of its receipt thereof. During the time that Ardelyx is responsible for the prosecution of the Listed Patents, Ardelyx any such priority Patent Application by Regeneron and consider in good faith any comment from Company; (ii) Regeneron shall provide Sanofi Company promptly with advance copies of, and a reasonable opportunity to comment upon, proposed of all material communications received from or filed in patent filings, related prosecution strategies and proposed correspondence with patent officials or other Third Parties relating to any Listed Patents. Ardelyx, offices in the course of such activities, will consider comments received from Sanofi Territory with respect to such proposed filings; (iii) Regeneron shall consult with Company promptly following the filing of the priority Patent Applications in the Territory to mutually determine in which countries in the Territory it shall file convention Patent Applications and (iv) Regeneron shall consult with Company a reasonable time prior to taking or failing to take action that would materially affect the scope or validity of rights under any Patent Applications or Patents in the Field (including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional Patent Application, strategies and correspondence abandoning any Patent or not filing or perfecting the filing of any Patent Application in good faith and will not unreasonably reject such comments to the extent such comments could reasonably be deemed to impact Ardelyx Compoundsany country). In the event that Regeneron desires to abandon any Patent included in the Regeneron Patent Rights in the Territory, Regeneron shall provide reasonable prior written notice to Company of such intention to abandon (which notice shall, in any event, Ardelyx will be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Regeneron Patent with the applicable patent office) and, subject to any rights granted to Aventis under the Aventis Agreement, Company shall have the right, but not finally abandon any claims and will not limit any claims that are specific the obligation, to Ardelyx Compounds without Sanofi’s prior written consent. Ardelyx shall cooperate to assist Sanofi in assuming assume responsibility for the prosecution and maintenance thereof in Regeneron’s name, unless, with respect to any such Patent Applications that are unpublished, Regeneron notifies Company that Regeneron would prefer to maintain the subject matter of the Listed Patents such Patent Application as provided by Section 8.4(i), including by transferring to Sanofi the patent files associated with such Licensed Products and providing any other information reasonably requested by Sanofi and access to the relevant inventorsa trade secret.