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

Prosecution and Maintenance of Patent Rights. (a) 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 cooperate in connection with the continued prosecution and maintenance by AVEO of such AVEO Patent Rights. 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 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 filing, prosecution or maintenance of such a Patent Right in any country and thereafter AVEO may do so at its own expense. AVEO shall notify Schering-Plough at least ninety (90) days prior to the deadline for entering into the national/regional phase with respect to any PCT application included in such AVEO Patent Rights. No later than sixty (60) days prior to entry into such national/regional phase, 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 file, in all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings and 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 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 terms of the AVEO Third Party Agreements, Schering-Plough shall have the option to assume responsibility for prosecuting and maintaining such AVEO Patent Rights. (b) Prosecution of Program Patent Rights and Joint Patent Rights. Schering-Plough shall be responsible for obtaining, prosecuting and/or maintaining patents and patent applications Covering Program Patent Rights exclusively licensed to Schering-Plough and Joint Patent Rights exclusively licensed to Schering-Plough, in appropriate countries in the Territory, including the countries reasonably requested by AVEO if Schering-Plough routinely files such Patent Rights in such country. The out-of-pocket costs and expenses incurred to obtain, prosecute and maintain such Patent Rights shall be borne one hundred percent (100%) by Schering-Plough. Schering-Plough shall keep AVEO informed of the status of all pending applications Covering such Patent Rights. Xxxxxxxx-Xxxxxx, its agents and attorneys shall give due consideration to all timely suggestions and comments of AVEO regarding any aspect of such patent prosecution. Schering-Plough shall not discontinue prosecution or maintenance of any such Patent Right without at least ninety (90) days’ prior notice to AVEO. If Xxxxxxxx-Xxxxxx decides to discontinue prosecution or maintenance of any such Patent Rights, AVEO shall have the option to continue to prosecute and maintain such Patent Rights.

Prosecution and Maintenance of Patent Rights. (a) 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-PloughRegeneron shall prepare, excluding Program Patent Rights and Joint Patent Rights, AVEO and Schering-Plough shall cooperate in connection with the continued prosecution and maintenance by AVEO of such AVEO Patent Rights. The out-of-pocket costs and expenses incurred to obtainfile, prosecute and maintain such AVEO 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 borne one hundred percent (100%) prepared and filed by ScheringRegeneron’s in-Plough for those Patent Rights that Schering-Plough has given AVEO a written request house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the status of such activities. In addition, Regeneron shall have the following obligations with respect 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 filing, prosecution or and maintenance of such Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and comment a substantially completed draft of any priority Patent Right Application in any country and thereafter AVEO may do so at its own expense. AVEO shall notify Schering-Plough the Territory at least ninety thirty (9030) days prior to the deadline for entering into filing of 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 national/regional phase Patent Application or resulting Patent (it being understood that the Parties will discuss any points of disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with copies of all material communications received from or filed in patent offices in the Territory with respect to such 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, provided, however, applications shall be filed in at least ******************************************** (the “Patent Jurisdictions”) unless otherwise agreed in writing; and (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 PCT application 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, 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 AVEO Patent Rights. No intention to abandon (which notice shall, in any event, be given no later than sixty (60) days prior to entry into the next deadline for any action that may be taken with respect to such national/regional phase, Schering-Plough shall provide AVEO Regeneron Patent with a list of any countries in which Schering-Plough would like AVEO to file the applicable patent application. AVEO shall file national/regional patent applications, or designate for national/regional filing office) and file, in all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings and 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 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 terms of the AVEO Third Party Agreements, Schering-Plough Sanofi shall have the option right, but not the obligation, to assume responsibility for prosecuting the prosecution and maintaining such AVEO Patent Rights. (b) Prosecution of Program Patent Rights and Joint Patent Rights. Schering-Plough shall be responsible for obtaining, prosecuting and/or maintaining patents and patent applications Covering Program Patent Rights exclusively licensed to Schering-Plough and Joint Patent Rights exclusively licensed to Schering-Ploughmaintenance thereof, in appropriate countries in the TerritoryRegeneron’s name or Sanofi’s name at Sanofi’s sole discretion, including the countries reasonably requested by AVEO if Schering-Plough routinely files such Patent Rights in such country. The out-of-pocket costs and expenses incurred unless, with respect to obtain, prosecute and maintain such Patent Rights shall be borne one hundred percent (100%) by Schering-Plough. Schering-Plough shall keep AVEO informed of the status of all pending applications Covering such Patent Rights. Xxxxxxxx-Xxxxxx, its agents and attorneys shall give due consideration to all timely suggestions and comments of AVEO regarding any aspect of such patent prosecution. Schering-Plough shall not discontinue prosecution or maintenance of any such Patent Right without at least ninety (90) days’ prior notice Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to AVEO. If Xxxxxxxx-Xxxxxx decides to discontinue prosecution or maintenance maintain the subject matter of any such Patent Rights, AVEO shall have the option to continue to prosecute Application as a trade secret and maintain such Patent RightsSanofi agrees in writing.

Prosecution and Maintenance of Patent Rights. (a) Prosecution As 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-Ploughthe Effective Date, excluding Program Patent Rights and Joint Patent Rightsresponsibility for the filing, AVEO and Schering-Plough shall cooperate in connection with the continued prosecution and maintenance by AVEO of such AVEO Patent Rightspatents and applications, listed Exhibit A, Section 1 shall continue to reside with Sanofi-Synthelabo and as set forth in the SaSy Agreement. The As of the Effective Date, Schering will assume responsibility for all future reasonable out-of-pocket costs and expenses incurred to obtain, prosecute and maintain such AVEO Patent Rights shall be borne one hundred percent (100%) by 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 filing, prosecution or and maintenance of patents and applications, listed Exhibit A, Section 1. Schering shall reimburse ViroPharma for all such amounts actually paid by ViroPharma to Sanofi-Synthelabo after the Effective for the filing, prosecution and maintenance of such a Patent Right Rights within thirty (30) days after receipt of detailed quarterly invoices from ViroPharma for such amounts. (b) As of the Effective Date, responsibility for the filing, prosecution and maintenance of patents and applications, listed in any country Exhibit A, Section 2, and thereafter AVEO may do so the costs for the same, shall continue to reside with Sanofi-Synthelabo and as set forth in the SaSy Agreement. ViroPharma shall use its reasonable efforts to have Sanofi-Synthelabo keep Schering fully informed regarding all aspects of the filing, prosecution and maintenance of such Patent Rights and have Sanofi-Synthelabo consult with Schering with regard to all decisions related thereto. (c) As of the Effective Date, Schering shall assume the responsibility and control (at its own expense) for all aspects of filing, prosecution and maintenance, of patents and applications, listed Exhibit A, Section 3. AVEO Schering shall notify Scheringhave the right (exercisable in its sole discretion) to use outside patent counsel selected by Schering to perform such activities. ViroPharma shall, within a reasonable time after the Effective Date, transfer to Schering all responsibility for the filing, prosecution and maintenance of the Patent Rights listed Exhibit A, Section 3, including without limitation by providing Schering all powers of attorney and other authorizations or documentation requested by Schering as necessary to enable Schering to perform such responsibilities and by transferring to Schering (or its designated outside patent counsel) all relevant files. Schering shall have final decision-Plough at least ninety (90) days prior to the deadline for entering into the national/regional phase making authority with respect to any PCT application included in such AVEO all aspects of the filing, prosecution and maintenance of the Patent Rights. No later than sixty (60) days prior Rights for which it is responsible, and shall use commercially reasonable efforts to entry into such national/regional phase, 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 file, in all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings maintain and 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 prosecute such patent prosecution. AVEO shall not 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 terms of the AVEO Third Party Agreements, Schering-Plough shall have the option to assume responsibility for prosecuting and maintaining such AVEO Patent Rights. (bd) Prosecution Schering shall keep ViroPharma reasonably informed with respect to the filing, prosecution and maintenance of Program all Patent Rights for which Schering is responsible under this Section 11.2, including without limitation by providing ViroPharma with copies of all substantive communications with regulatory authorities in the Territory related to the Patent Rights. (e) ViroPharma shall, upon request, reasonably cooperate with Schering in connection with all aspects of the filing, prosecution and Joint maintenance of the Patent Rights for which Schering is responsible, including without limitation, by providing Schering and/or its designated outside patent counsel with reasonable access to all relevant ViroPharma employees and records needed in connection with the filing, prosecution and maintenance of the Patent Rights. ScheringViroPharma shall send Schering copies of all correspondence that it receives from Sanofi-Plough shall be responsible for obtainingSynthelabo relating to the Patent Rights. (f) If, prosecuting and/or maintaining patents and patent applications Covering Program Patent Rights exclusively licensed at any time during the term of this Agreement, Sanofi-Synthelabo notifies ViroPharma that it has decided not to Schering-Plough and Joint Patent Rights exclusively licensed to Schering-Plough, maintain in appropriate countries any country in the Territory, including any of the countries reasonably requested by AVEO if Schering-Plough routinely files such Patent Rights identified in Section 2 of Exhibit A, ViroPharma shall promptly notify Schering to that effect. Following receipt of such country. The outnotice, Schering shall notify ViroPharma and Sanofi-of-pocket costs and expenses incurred Synthelabo if Schering desires to obtaincontinue to file, prosecute and maintain such those Patent Rights in the Territory at Schering’s sole expense. (g) If in any case where Schering has the right continue to file, prosecute and maintain Patent Rights in the Territory at Schering’s sole expense, and Schering elects not to exercise such right in any country in the Territory, then Schering shall be borne one hundred percent (100%) by Schering-Plough. Schering-Plough shall keep AVEO informed of the status of all pending applications Covering give ViroPharma notice thereof within a reasonable period after such election and prior to taking or failing to take any action that may prevent obtaining or maintaining enforceable Patent Rights. Xxxxxxxx-XxxxxxIf, its agents in such event, ViroPharma desires to file, prosecute, or maintain a patent application or patent in that country, then ViroPharma may (but is not obligated to) do so in ViroPharma’s name and attorneys shall give due consideration to all timely suggestions and comments of AVEO regarding any aspect of such patent prosecution. Schering-Plough shall not discontinue prosecution or maintenance of any such Patent Right without at least ninety (90) days’ prior notice to AVEO. If Xxxxxxxx-Xxxxxx decides to discontinue prosecution or maintenance of any such Patent Rights, AVEO shall have the option to continue to prosecute and maintain such Patent RightsViroPharma’s sole expense.

Prosecution and Maintenance of Patent Rights. (a) 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-PloughRegeneron shall prepare, excluding Program Patent Rights and Joint Patent Rights, AVEO and Schering-Plough shall cooperate in connection with the continued prosecution and maintenance by AVEO of such AVEO Patent Rights. The out-of-pocket costs and expenses incurred to obtainfile, prosecute and maintain such AVEO 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 borne one hundred percent (100%) prepared and filed by ScheringRegeneron's in-Plough for those Patent Rights that Schering-Plough has given AVEO a written request house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the status of such activities. In addition, Regeneron shall have the following obligations with respect 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 filing, prosecution or and maintenance of such Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and comment a substantially completed draft of any priority Patent Right Application in any country and thereafter AVEO may do so at its own expense. AVEO shall notify Schering-Plough the Territory at least ninety thirty (9030) days prior to the deadline for entering into filing of 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 national/regional phase Patent Application or resulting Patent (it being understood that the Parties will discuss any points of disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with copies of all material communications received from or filed in patent offices in the Territory with respect to such 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, provided, however, applications shall be filed in at least ********************************************* (the "Patent Jurisdictions") unless otherwise agreed in writing; and (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 PCT application 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, 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 AVEO Patent Rights. No intention to abandon (which notice shall, in any event, be given no later than sixty (60) days prior to entry into the next deadline for any action that may be taken with respect to such national/regional phase, Schering-Plough shall provide AVEO Regeneron Patent with a list of any countries in which Schering-Plough would like AVEO to file the applicable patent application. AVEO shall file national/regional patent applications, or designate for national/regional filing office) and file, in all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings and 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 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 terms of the AVEO Third Party Agreements, Schering-Plough Sanofi shall have the option right, but not the obligation, to assume responsibility for prosecuting the prosecution and maintaining such AVEO Patent Rights. (b) Prosecution of Program Patent Rights and Joint Patent Rights. Schering-Plough shall be responsible for obtaining, prosecuting and/or maintaining patents and patent applications Covering Program Patent Rights exclusively licensed to Schering-Plough and Joint Patent Rights exclusively licensed to Schering-Ploughmaintenance thereof, in appropriate countries in the TerritoryRegeneron's name or Sanofi's name at Sanofi's sole discretion, including the countries reasonably requested by AVEO if Schering-Plough routinely files such Patent Rights in such country. The out-of-pocket costs and expenses incurred unless, with respect to obtain, prosecute and maintain such Patent Rights shall be borne one hundred percent (100%) by Schering-Plough. Schering-Plough shall keep AVEO informed of the status of all pending applications Covering such Patent Rights. Xxxxxxxx-Xxxxxx, its agents and attorneys shall give due consideration to all timely suggestions and comments of AVEO regarding any aspect of such patent prosecution. Schering-Plough shall not discontinue prosecution or maintenance of any such Patent Right without at least ninety (90) days’ prior notice Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to AVEO. If Xxxxxxxx-Xxxxxx decides to discontinue prosecution or maintenance maintain the subject matter of any such Patent Rights, AVEO shall have the option to continue to prosecute Application as a trade secret and maintain such Patent RightsSanofi agrees in writing.

Prosecution and Maintenance of Patent Rights. (a) 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-PloughRegeneron shall prepare, excluding Program Patent Rights and Joint Patent Rights, AVEO and Schering-Plough shall cooperate in connection with the continued prosecution and maintenance by AVEO of such AVEO Patent Rights. The out-of-pocket costs and expenses incurred to obtainfile, prosecute and maintain such AVEO 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 borne one hundred percent (100%) prepared and filed by ScheringRegeneron's in-Plough for those Patent Rights that Schering-Plough has given AVEO a written request house counsel. Regeneron shall confer with and keep Sanofi reasonably informed regarding the status of such activities. In addition, Regeneron shall have the following obligations with respect 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 filing, prosecution or and maintenance of such Regeneron Patent Rights: (i) Regeneron shall provide to Sanofi for review and comment a substantially completed draft of any priority Patent Right Application in any country and thereafter AVEO may do so at its own expense. AVEO shall notify Schering-Plough the Territory at least ninety thirty (9030) days prior to the deadline for entering into filing of 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 national/regional phase Patent Application or resulting Patent (it being understood that the Parties will discuss any points of disagreement and work to resolve disagreements during this thirty (30) day period); (ii) Regeneron shall provide Sanofi promptly with copies of all material communications received from or filed in patent offices in the Territory with respect to such 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, provided, however, applications shall be filed in at least *************************************** (the "Patent Jurisdictions") unless otherwise agreed in writing; and (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 PCT application 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, 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 AVEO Patent Rights. No intention to abandon (which notice shall, in any event, be given no later than sixty (60) days prior to entry into the next deadline for any action that may be taken with respect to such national/regional phase, Schering-Plough shall provide AVEO Regeneron Patent with a list of any countries in which Schering-Plough would like AVEO to file the applicable patent application. AVEO shall file national/regional patent applications, or designate for national/regional filing office) and file, in all jurisdictions requested by Schering-Plough. Schering-Plough shall have access to all documentation, filings and 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 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 terms of the AVEO Third Party Agreements, Schering-Plough Sanofi shall have the option right, but not the obligation, to assume responsibility for prosecuting the prosecution and maintaining such AVEO Patent Rights. (b) Prosecution of Program Patent Rights and Joint Patent Rights. Schering-Plough shall be responsible for obtaining, prosecuting and/or maintaining patents and patent applications Covering Program Patent Rights exclusively licensed to Schering-Plough and Joint Patent Rights exclusively licensed to Schering-Ploughmaintenance thereof, in appropriate countries in the TerritoryRegeneron's name or Sanofi's name at Sanofi's sole discretion, including the countries reasonably requested by AVEO if Schering-Plough routinely files such Patent Rights in such country. The out-of-pocket costs and expenses incurred unless, with respect to obtain, prosecute and maintain such Patent Rights shall be borne one hundred percent (100%) by Schering-Plough. Schering-Plough shall keep AVEO informed of the status of all pending applications Covering such Patent Rights. Xxxxxxxx-Xxxxxx, its agents and attorneys shall give due consideration to all timely suggestions and comments of AVEO regarding any aspect of such patent prosecution. Schering-Plough shall not discontinue prosecution or maintenance of any such Patent Right without at least ninety (90) days’ prior notice Applications that are unpublished, Regeneron notifies Sanofi that Regeneron would prefer to AVEO. If Xxxxxxxx-Xxxxxx decides to discontinue prosecution or maintenance maintain the subject matter of any such Patent Rights, AVEO shall have the option to continue to prosecute Application as a trade secret and maintain such Patent RightsSanofi agrees in writing.