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

Prosecution and Maintenance of Patent Rights. 7.3.1 It is the intention of the Parties to secure broad patent protection for discoveries and inventions made in connection with the Collaboration. Roche Bioscience shall be responsible for the filing, prosecution and maintenance of all Roche Bioscience Patent Rights and all patent applications and patents covering Roche Bioscience Know-How and any discoveries and inventions conceived of or reduced to practice by its employees and agents in the course of the Collaboration. Axys shall be responsible for the filing, prosecution and maintenance of all Axys Patent Rights and all patent applications and patents covering the Axys Know-How and any discoveries and inventions conceived of or reduced to practice by the employees and agents of Axys and/or its Affiliates in the course of the Collaboration. Each Party shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing and prosecuting such patent applications. The inventing Party shall keep the other Party informed of progress with regard to the filing, prosecution, maintenance, enforcement and defense of patents applications and patents subject to this Section 7.3.1. 7.3.2 [*] shall be responsible for the filing, prosecution, and maintenance of all Joint Patent Rights, provided that [*] shall have the sole right to decide to keep an invention as a trade secret instead of filing for patent protection provided that [*] holds a license to such invention or, if such invention is related to a NemaPharm Target, has not yet [*]. [*] shall furnish [*] copies of all relevant documents with respect to preparation, filing, prosecution and maintenance of such Joint Patent Rights on a regular basis reasonably in advance of any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office. [*] shall consult [*] as to the preparation, filing, prosecution, and maintenance of such Joint Patent Rights on a regular basis. Selection of outside counsel relative to Joint Patent Rights shall be with the concurrence of [*] shall not be unreasonably withheld. In the event that [*] desires to abandon any Joint Patent Right, [*] shall provide reasonable prior written notice [*] of such intention to abandon, and [*] shall have the right, at its expense, to prepare, file, prosecute, and maintain any such Joint Patent Right and in such event [*] shall have no further rights in relation to such Joint Patent Right. Nothing herein shall negate [*] license or other rights under the Joint Patent Rights. Except for the abandonment provision above , reasonable expenses associated with the prosecution and maintenance of the Joint Patent Rights shall be shared equally between the Parties.

Prosecution and Maintenance of Patent Rights. 7.3.1 It is (a) Subject to the intention terms of the License and Collaboration Agreement with respect to Licensed Products, Regeneron shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Regeneron Patent Rights and Regeneron shall confer with and keep Sanofi reasonably informed regarding the status of such activities to the extent they are Product Patent Rights. ********************************************. (b) With respect to any Joint Patent Rights, the Parties to secure broad patent protection for discoveries and inventions made in connection shall consult with the Collaboration. Roche Bioscience shall be responsible for each other regarding the filing, prosecution and maintenance of all Roche Bioscience any Patents and Patent Rights Applications, and all patent applications responsibility for such activities shall be the obligation of Regeneron. Regeneron shall undertake such filings, prosecutions and patents covering Roche Bioscience Know-How and any discoveries and inventions conceived of or reduced to practice by its employees and agents maintenance in the course names of both Parties as co-owners *********************************************************. (c) The Parties shall have the Collaboration. Axys shall be responsible for following obligations with respect to the filing, prosecution and maintenance of all Axys Patent Rights and all patent applications and patents covering the Axys Know-How and any discoveries and inventions conceived of or reduced to practice by the employees and agents of Axys and/or its Affiliates in the course of the Collaboration. Each Party shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing and prosecuting such patent applications. The inventing Party shall keep the other Party informed of progress with regard to the filing, prosecution, maintenance, enforcement and defense of patents applications and patents subject to this Section 7.3.1. 7.3.2 [*] shall be responsible for the filing, prosecution, and maintenance of all Joint Patent Rights, as well as any Product Patent Rights: (i) the prosecuting Party (the “Prosecuting Party”) shall provide the other Party (the “Non-Prosecuting Party”) with notice and a copy of a substantially completed draft of any Patent Application at least thirty (30) days prior to the filing of any such Patent Application by the Prosecuting Party and incorporate all reasonable comments provided by the Non-Prosecuting Party within such thirty (30) day period unless the Prosecuting Party reasonably believes that [*] such comments will adversely affect the scope or validity of the 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) the Prosecuting Party shall have notify the sole right Non-Prosecuting Party prior to decide its filing of a Patent Application; (iii) the Prosecuting Party shall consult with the Non-Prosecuting Party promptly following the filing of the Patent Application to keep an invention as a trade secret instead of filing for patent protection provided that [*] holds a license to such invention or, if such invention is related to a NemaPharm Target, has not yet [*]. [*] mutually determine in which countries it shall furnish [*] file convention Patent Applications; (iv) the Prosecuting Party shall provide the Non-Prosecuting Party promptly with copies of all relevant documents material communications received from or filed in patent offices with respect to preparationsuch applications and incorporate all reasonable comments provided by the Non-Prosecuting Party, unless the Prosecuting Party reasonably believes that such comments will adversely affect the validity or scope of the Patent Application or resulting Patent for both Parties; and (v) the Prosecuting Party shall provide the Non-Prosecuting Party 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, but in no event less than sixty (60) days prior to the next deadline for any action that may be taken with the applicable patent office, (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 the Non-Prosecuting Party has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances, including assuming the Prosecuting Party’s responsibility for filing, prosecution and maintenance of such Joint Patent Rights on a regular basis reasonably in advance of any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office. [*] shall consult [*] as to the preparation, filing, prosecution, and maintenance of such Joint Patent Rights on a regular basis. Selection of outside counsel relative to Joint Patent Rights shall be with the concurrence of [*] shall not be unreasonably withheld. In the event that [*] desires to abandon any Joint Patent Right, [*] shall provide reasonable prior written notice [*] of such intention to abandon, and [*] shall have the right, at its expense, to prepare, file, prosecute, and maintain any such Product Patent Right or Joint Patent Right and becoming the Prosecuting Party. With respect to Joint Inventions, it is understood that the Prosecuting Party and Non-Prosecuting Party shall use all reasonable efforts to reach agreement on all material filings and amendments and no such material filings or amendments shall be made by the Non-Prosecuting Party without the prior written agreement of the Non-Prosecuting Party, such agreement not to be unreasonably withheld or delayed. In addition, in the event that the Prosecuting Party materially breaches the foregoing obligations and such material breach is not cured within thirty (30) days of a written notice from the Non-Prosecuting Party describing such breach in reasonable detail, or in the event [*] shall have no further rights in relation that the Prosecuting Party fails to such Joint undertake the filing of a Patent Right. Nothing herein shall negate [*] license or other rights under Application within the Joint Patent Rights. Except earlier of (i) ninety (90) days of a written request by the Non-Prosecuting Party to do so, and (ii) sixty (60) days prior to the anticipated filing date, the Non-Prosecuting Party may assume the Prosecuting Party’s responsibility for the abandonment provision above filing, reasonable expenses associated with the prosecution and maintenance of any such Product Patent Right and will thereafter be deemed the Prosecuting Party for purposes hereof. Notwithstanding the foregoing, the Prosecuting Party may withdraw from or abandon any Patent or Patent Application on thirty (30) days’ prior notice to the Non-Prosecuting Party (provided that such notice shall be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Patent or Patent Application with the applicable patent office), providing the Non-Prosecuting Party a free-of-charge option to assume the prosecution or maintenance thereof. The Parties will file and prosecute Patent Applications described in this Section 6.2(a) in the list of countries set forth in Exhibit C, unless otherwise agreed upon by the Parties. (d) All costs incurred in the filing, prosecution and maintenance of any Joint Patent Rights and Product Patent Rights and in performing freedom to operate analyses on Program Targets or Lead Candidates shall be shared equally between by the Parties.

Prosecution and Maintenance of Patent Rights. 7.3.1 It is (a) Subject to the intention terms of the License and Collaboration Agreement with respect to Licensed Products, Regeneron shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Regeneron Patent Rights and Regeneron shall confer with and keep Sanofi reasonably informed regarding the status of such activities to the extent they are Product Patent Rights. *********************************. (b) With respect to any Joint Patent Rights, the Parties to secure broad patent protection for discoveries and inventions made in connection shall consult with the Collaboration. Roche Bioscience shall be responsible for each other regarding the filing, prosecution and maintenance of all Roche Bioscience any Patents and Patent Rights Applications, and all patent applications responsibility for such activities shall be the obligation of Regeneron. Regeneron shall undertake such filings, prosecutions and patents covering Roche Bioscience Know-How and any discoveries and inventions conceived of or reduced to practice by its employees and agents maintenance in the course names of both Parties as co-owners ***************************************. (c) The Parties shall have the Collaboration. Axys shall be responsible for following obligations with respect to the filing, prosecution and maintenance of all Axys Patent Rights and all patent applications and patents covering the Axys Know-How and any discoveries and inventions conceived of or reduced to practice by the employees and agents of Axys and/or its Affiliates in the course of the Collaboration. Each Party shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing and prosecuting such patent applications. The inventing Party shall keep the other Party informed of progress with regard to the filing, prosecution, maintenance, enforcement and defense of patents applications and patents subject to this Section 7.3.1. 7.3.2 [*] shall be responsible for the filing, prosecution, and maintenance of all Joint Patent Rights, as well as any Product Patent Rights: (i) the prosecuting Party (the “Prosecuting Party”) shall provide the other Party (the “Non-Prosecuting Party”) with notice and a copy of a substantially completed draft of any Patent Application at least thirty (30) days prior to the filing of any such Patent Application by the Prosecuting Party and incorporate all reasonable comments provided by the Non-Prosecuting Party within such thirty (30) day period unless the Prosecuting Party reasonably believes that [*] such comments will adversely affect the scope or validity of the 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) the Prosecuting Party shall have notify the sole right Non-Prosecuting Party prior to decide its filing of a Patent Application; (iii) the Prosecuting Party shall consult with the Non-Prosecuting Party promptly following the filing of the Patent Application to keep an invention as a trade secret instead of filing for patent protection provided that [*] holds a license to such invention or, if such invention is related to a NemaPharm Target, has not yet [*]. [*] mutually determine in which countries it shall furnish [*] file convention Patent Applications; (iv) the Prosecuting Party shall provide the Non-Prosecuting Party promptly with copies of all relevant documents material communications received from or filed in patent offices with respect to preparationsuch applications and incorporate all reasonable comments provided by the Non-Prosecuting Party, unless the Prosecuting Party reasonably believes that such comments will adversely affect the validity or scope of the Patent Application or resulting Patent for both Parties; and (v) the Prosecuting Party shall provide the Non-Prosecuting Party 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, but in no event less than sixty (60) days prior to the next deadline for any action that may be taken with the applicable patent office, (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 the Non-Prosecuting Party has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances, including assuming the Prosecuting Party’s responsibility for filing, prosecution and maintenance of any such Product Patent Right or Joint Patent Right and becoming the Prosecuting Party. With respect to Joint Inventions, it is understood that the Prosecuting Party and Non-Prosecuting Party shall use all reasonable efforts to reach agreement on all material filings and amendments and no such material filings or amendments shall be made by the Non-Prosecuting Party without the prior written agreement of the Non-Prosecuting Party, such agreement not to be unreasonably withheld or delayed. In addition, in the event that the Prosecuting Party materially breaches the foregoing obligations and such material breach is not cured within thirty (30) days of a written notice from the Non-Prosecuting Party describing such breach in reasonable detail, or in the event that the Prosecuting Party fails to undertake the filing of a Patent Application within the earlier of (i) ninety (90) days of a written request by the Non-Prosecuting Party to do so, and (ii) sixty (60) days prior to the anticipated filing date, the Non-Prosecuting Party may assume the Prosecuting Party’s responsibility for filing, prosecution and maintenance of any such Product Patent Right and will thereafter be deemed the Prosecuting Party for purposes hereof. Notwithstanding the foregoing, the Prosecuting Party may withdraw from or abandon any Patent or Patent Application on thirty (30) days’ prior notice to the Non-Prosecuting Party (provided that such notice shall be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Patent or Patent Application with the applicable patent office), providing the Non-Prosecuting Party a free-of-charge option to assume the prosecution or maintenance thereof. The Parties will file and prosecute Patent Applications described in this Section 6.2(a) in the list of countries set forth in Exhibit B, unless otherwise agreed upon by the Parties. (d) All costs incurred in the filing, prosecution and maintenance of any Joint Patent Rights on a regular basis reasonably in advance of any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office. [*] shall consult [*] as to the preparation, filing, prosecution, and maintenance of such Joint Product Patent Rights and in performing freedom to operate analyses on a regular basis. Selection Program Targets or Lead Candidates shall be shared equally by the Parties. (e) Each Party shall have the right to invoke the Cooperative Research and Technology Enhancement Act of outside counsel relative 2004, 35 U.S.C. 103(c)(2)-(c)(3) (the "CREATE Act") with respect to Joint Patent Rights shall be with Inventions, without the concurrence prior written consent of [*] shall not be unreasonably withheldthe other Party. In the event that [*] desires a Party intends to abandon invoke the CREATE Act, as permitted by the preceding sentence, it shall notify the other Party and the Parties shall reasonably cooperate and coordinate their activities with respect to any Joint Patent Rightsubmissions, [*] shall provide reasonable prior written notice [*] of such intention to abandon, and [*] shall have the right, at its expense, to prepare, file, prosecute, and maintain any such Joint Patent Right and in such event [*] shall have no further rights in relation to such Joint Patent Right. Nothing herein shall negate [*] license filings or other rights under activities in support thereof. The Parties acknowledge and agree that this Agreement is a "joint research agreement" as defined in the Joint Patent RightsCREATE Act. Except for For the abandonment provision above avoidance of doubt, reasonable expenses associated with nothing in this Section 6.2(e) shall amend or modify the prosecution and maintenance determination of the Joint Patent Rights shall be shared equally between the Partiesownership of intellectual property as set forth in Section 6.1.

Prosecution and Maintenance of Patent Rights. 7.3.1 It is (a) As between the intention of the Parties to secure broad patent protection for discoveries and inventions made in connection with the Collaboration. Roche Bioscience shall be responsible for the filingParties, prosecution and maintenance of all Roche Bioscience Patent Rights and all patent applications and patents covering Roche Bioscience Know-How and any discoveries and inventions conceived of or reduced to practice by its employees and agents in the course of the Collaboration. Axys shall be responsible for the filing, prosecution and maintenance of all Axys Patent Rights and all patent applications and patents covering the Axys Know-How and any discoveries and inventions conceived of or reduced to practice by the employees and agents of Axys and/or its Affiliates in the course of the Collaboration. Each Party shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing and prosecuting such patent applications. The inventing Party shall keep the other Party informed of progress with regard to the filing, prosecution, maintenance, enforcement and defense of patents applications and patents subject to this Section 7.3.1. 7.3.2 [*] shall be responsible for the filing, prosecution, and maintenance of all Joint Patent Rights, provided that [*] Aadi shall have the sole right to decide to keep an invention as a trade secret instead of filing for patent protection provided that [*] holds a license to such invention or, if such invention is related to a NemaPharm Target, has not yet [*]. [*] shall furnish [*] copies of all relevant documents with respect to preparation, filing, prosecution and maintenance of such Joint Patent Rights on a regular basis reasonably in advance of any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office. [*] shall consult [*] as to control the preparation, filing, prosecution, and maintenance of such Joint Patent Rights on a regular basisthe Aadi Patents in the Territory. Selection of outside counsel relative to Joint Patent Rights shall be with the concurrence of [*] shall not be unreasonably withheld. In the event that [*] desires to abandon any Joint Patent Right, [*] shall provide reasonable prior written notice [*] of such intention to abandon, and [*] Aadi shall have the right, but not the obligation, at its expense, to prepareown cost, file, prosecute, and maintain all Aadi Patents in the Territory. [***]. In any event, Aadi shall have final decision-making authority with respect to such prosecution matters. [***]. (b) In the event that any Joint Patent Right Invention is created hereunder, at either Party's request, the Parties shall discuss a mutually acceptable filing and in prosecution strategy for any Joint Patent; provided that absent such event agreement, [***] shall have no further rights in relation to such Joint Patent Right. Nothing herein shall negate [*] license or other rights under control the Joint Patent Rights. Except for the abandonment provision above preparation, reasonable expenses associated with the prosecution filing, prosecution, and maintenance of the Joint Patents, as set forth in this Section 8.03(b). [***] shall keep [***] reasonably informed of the prosecution of the Joint Patents and shall provide [***] with copies of all material correspondence received from any patent authority in connection therewith. Further, [***] shall notify [***] of any decision to cease prosecution of any Joint Patents. [***] will consider [***] comments on prosecution of Joint Patents but will have final decision-making authority under this Section 8.03(c). [***] will promptly reimburse [***] for [***] any reasonable out-of-pocket costs incurred by [***] in connection with such prosecution activities. (c) [***] shall keep [***] reasonably informed and provide Aadi with a reasonable opportunity to consult with [***] regarding prosecution of any Patent Rights that claims Product-related Licensed IPR (“Product-related Licensed Patents”), provided that [***] shall retain final decision-making authority with respect thereto. (d) Each Party agrees to bring to the attention of the other Party any Third Party Patent it discovers, or has discovered, and which relates to the subject matter of this Agreement. Each Party shall provide the other Party all reasonable assistance and cooperation in the prosecution efforts under this Section 8.03, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution. (e) If Aadi decides to discontinue prosecution of any Aadi Patent, not file a continuation application requested to be shared equally between filed by EOC or not maintain any Aadi Patent, Aadi shall provide EOC with notice of such decision at least [***] prior to any lapse or abandonment (or last possible filing date) thereof, or if earlier, promptly after its election not to file such application or maintain such patent, as applicable. [***]. EOC's prosecution rights with respect to [***] Patents under this Section 8.03(e) will be limited to pursuing only claims solely directed to [***], and EOC may not pursue any other claims without the Partiesprior written consent of Aadi. If EOC assumes prosecution responsibility pursuant to this Section 8.03(e), EOC shall keep Aadi full informed of such prosecution and provide Aadi with copies of material correspondence (including applications, office actions, responses, etc.) relating to prosecution of any [***] Patent being prosecuted by EOC. Aadi may provide instructions, comments and suggestions with respect to any material actions to be taken by EOC, and EOC shall follow Aadi's instructions with respect to [***] Patents. EOC shall consult with Aadi before taking any action that would have a material adverse impact on the scope of claims within [***] Patents and EOC shall follow Aadi's instructions. To facilitate Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Aadi's right to instruct, EOC shall provide copies of all such material correspondence and any proposed responses thereto by EOC at least [***] prior to any filing or response deadlines, or within [***] of EOC's receipt of any official correspondence if such correspondence only allows for [***] or less to response, and Aadi shall provide any comments or instructions promptly and in sufficient time to allow EOC to meet applicable filing requirements.

Prosecution and Maintenance of Patent Rights. 7.3.1 It is (a) Subject to the intention terms of the Parties License and Collaboration Agreement with respect to secure broad patent protection for discoveries Licensed Products, Regeneron shall prepare, file, prosecute and inventions made maintain Patents and Patent Applications (as applicable) included in connection with the Collaboration. Roche Bioscience shall be responsible for the filing, prosecution and maintenance of all Roche Bioscience Regeneron Patent Rights and all patent applications Regeneron shall confer with and patents covering Roche Bioscience Know-How and any discoveries and inventions conceived keep Sanofi reasonably informed regarding the status of or reduced such activities to practice by its employees and agents in the course of the Collaborationextent they are Product Patent Rights. Axys shall be responsible for the filing, prosecution and maintenance of all Axys Patent Rights and all patent applications and patents covering the Axys Know-How and any discoveries and inventions conceived of or reduced to practice by the employees and agents of Axys and/or its Affiliates in the course of the Collaboration. Each Party shall consider in good faith the requests and suggestions of the other Party with With respect to strategies for filing and prosecuting such patent applications. The inventing Party shall keep the other Party informed of progress with regard to the filing, prosecution, maintenance, enforcement and defense of patents applications and patents subject to this Section 7.3.1. 7.3.2 [*] shall be responsible for the filing, prosecution, and maintenance of all Joint Patent Rights, provided that [*] shall have the sole right to decide to keep an invention as a trade secret instead of filing for patent protection provided that [*] holds a license to such invention or, if such invention is related to a NemaPharm Target, has not yet [*]. [*] shall furnish [*] copies of all relevant documents with respect to preparation, filing, prosecution and maintenance of those inventions that are Product Patent Rights, ********************* except that all provisionals, the priority application based thereon and the corresponding PCT application ************************. Sanofi shall prepare, file, prosecute and maintain Patents and Patent Applications (as applicable) included in the Sanofi Patent Rights provided that ***************************** except that all provisionals, the priority application based thereon and the corresponding PCT application *******************************. (b) With respect to any Joint Patent Rights, the Parties shall consult with each other regarding the filing, prosecution and maintenance of any Patents and Patent Applications, and responsibility for such activities shall be the obligation of Regeneron. Regeneron shall undertake such filings, prosecutions and maintenance in the names of both Parties as co-owners using outside counsel reasonable acceptable to Sanofi, ***************************************. (c) The Parties shall have the following obligations with respect to the filing, prosecution and maintenance of any Joint Patent Rights, as well as any Product Patent Rights: (i) the prosecuting Party (the “Prosecuting Party”) shall provide the other Party (the “Non-Prosecuting Party”) with notice and a copy of a substantially completed draft of any Patent Application at least thirty (30) days prior to the filing of any such Patent Application by the Prosecuting Party and incorporate all reasonable comments provided by the Non-Prosecuting Party within such thirty (30) day period unless the Prosecuting Party reasonably believes that such comments will adversely affect the scope or validity of the 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) the Prosecuting Party shall notify the Non-Prosecuting Party prior to its filing of a Patent Application; (iii) the Prosecuting Party shall consult with the Non-Prosecuting Party promptly following the filing of the Patent Application to mutually determine in which countries it shall file convention Patent Applications; (iv) the Prosecuting Party shall provide the Non-Prosecuting Party promptly with copies of all material communications received from or filed in patent offices with respect to such applications and incorporate all reasonable comments provided by the Non-Prosecuting Party, unless the Prosecuting Party reasonably believes that such comments will adversely affect the validity or scope of the Patent Application or resulting Patent for both Parties; and (v) the Prosecuting Party shall provide the Non-Prosecuting Party 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, but in no event less than sixty (60) days prior to the next deadline for any action that may be taken with the applicable patent office, (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 the Non-Prosecuting Party has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances, including assuming the Prosecuting Party’s responsibility for filing, prosecution and maintenance of any such Product Patent Right or Joint Patent Right and becoming the Prosecuting Party. With respect to Joint Inventions, it is understood that the Prosecuting Party and Non-Prosecuting Party shall use all reasonable efforts to reach agreement on all material filings and amendments and no such material filings or amendments shall be made by the Non-Prosecuting Party without the prior written agreement of the Non-Prosecuting Party, such agreement not to be unreasonably withheld or delayed. In addition, in the event that the Prosecuting Party materially breaches the foregoing obligations and such material breach is not cured within thirty (30) days of a written notice from the Non-Prosecuting Party describing such breach in reasonable detail, or in the event that the Prosecuting Party fails to undertake the filing of a Patent Application within the earlier of (i) ninety (90) days of a written request by the Non-Prosecuting Party to do so, and (ii) sixty (60) days prior to the anticipated filing date, the Non-Prosecuting Party may assume the Prosecuting Party’s responsibility for filing, prosecution and maintenance of any such Product Patent Right and will thereafter be deemed the Prosecuting Party for purposes hereof. Notwithstanding the foregoing, the Prosecuting Party may withdraw from or abandon any Patent or Patent Application on thirty (30) days’ prior notice to the Non-Prosecuting Party (provided that such notice shall be given no later than sixty (60) days prior to the next deadline for any action that may be taken with respect to such Patent or Patent Application with the applicable patent office), providing the Non-Prosecuting Party a free-of-charge option to assume the prosecution or maintenance thereof. The Parties will file and prosecute Patent Applications described in this Section 6.2(a) in the list of countries set forth in Exhibit B, unless otherwise agreed upon by the Parties. (d) All costs incurred in the filing, prosecution and maintenance of any Joint Patent Rights on a regular basis reasonably in advance of any deadline or action with the U.S. Patent & Trademark Office or any foreign patent office. [*] shall consult [*] as to the preparation, filing, prosecution, and maintenance of such Joint Product Patent Rights and in performing freedom to operate analyses on a regular basis. Selection Program Targets or Lead Candidates shall be shared equally by the Parties. (e) Each Party shall have the right to invoke the Cooperative Research and Technology Enhancement Act of outside counsel relative 2004, 35 U.S.C. 103(c)(2)-(c)(3) (the "CREATE Act") with respect to Joint Patent Rights shall be with Inventions, without the concurrence prior written consent of [*] shall not be unreasonably withheldthe other Party. In the event that [*] desires a Party intends to abandon invoke the CREATE Act, as permitted by the preceding sentence, it shall notify the other Party and the Parties shall reasonably cooperate and coordinate their activities with respect to any Joint Patent Rightsubmissions, [*] shall provide reasonable prior written notice [*] of such intention to abandon, and [*] shall have the right, at its expense, to prepare, file, prosecute, and maintain any such Joint Patent Right and in such event [*] shall have no further rights in relation to such Joint Patent Right. Nothing herein shall negate [*] license filings or other rights under activities in support thereof. The Parties acknowledge and agree that this Agreement is a "joint research agreement" as defined in the Joint Patent RightsCREATE Act. Except for For the abandonment provision above avoidance of doubt, reasonable expenses associated with nothing in this Section 6.2(e) shall amend or modify the prosecution and maintenance determination of the Joint Patent Rights shall be shared equally between the Partiesownership of intellectual property as set forth in Section 6.1.