Common use of Prosecution and Maintenance Clause in Contracts

Prosecution and Maintenance. Otsuka shall have the exclusive right and responsibility, at its sole discretion and cost, for the prosecution and maintenance of all Licensed Patent Rights, including all Developed Patent Rights, subject to the following: (i) With respect to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all substantive (non-procedural) documents pertaining to the Developed Patent Rights, which are received from or to be filed with the U.S. Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time prior to filing with USPTO, as applicable, including copies of each patent application, office action, substantive correspondence with USPTO officials, response to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka shall be free to act without consideration of Acucela’s comments. (ii) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka shall from time to time and, in any event, at least once per year, provide Acucela with updates of the filing, prosecution and maintenance status of such Licensed Patent Rights (other than Developed Patent Rights) in the Territory and Otsuka shall also notify Acucela of any material event occurring in relation to the same as soon as practicable following the occurrence of such material event.

Prosecution and Maintenance. Otsuka 5.2.1 As between the Parties, (a) Prometheus shall have the exclusive right and responsibility(but not the obligation), at its sole discretion cost and costexpense, to conduct and control prosecution, maintenance, challenges against validity and unenforceability or patentability with respect to the Prometheus Patent Rights in the Territory, and (b) BSP shall have the sole right (but not the obligation), at its sole cost and expense, to conduct and control prosecution, maintenance, challenges against validity and unenforceability or patentability with respect to the BSP Patent Rights in the Territory. 5.2.2 As between the Parties, BSP shall have the initial right (but not the obligation) to conduct the prosecution, maintenance, and challenges against validity and unenforceability or patentability with respect to the Joint Patent Rights on behalf of the Parties. All costs and expense of such prosecution shall be split [***] between [***] and [***]. BSP shall keep Prometheus informed of the prosecution and shall consult with Prometheus with respect to the preparation, prosecution and maintenance of the Joint Patent Rights and any challenges against validity, [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. unenforceability or patentability with respect thereto. Without limiting the foregoing, BSP shall provide Prometheus with copies of all patent applications pertaining to the Joint Patent Rights prior to the filing for obtaining substantive comment from Prometheus’ patent counsel, consulting with Prometheus regarding countries in which such patent applications should be filed and shall file patent applications in those countries where Prometheus requests. Prometheus shall timely provide its comments to BSP. BSP shall also provide Prometheus copies of all documents relating to prosecution of all patent applications pertaining to the Joint Patent Rights in a timely manner to allow substantive comment from Prometheus patent counsel, including all documents relating to or defending against any Claims of invalidity, unenforceability or patentability of the Joint Patent Rights. Prometheus shall timely provide any such comments to BSP. [***] BSP shall notify Prometheus in a timely manner of any decision not to prosecute or to abandon a patent or pending patent application pertaining to the Joint Patent Rights or not to defend a challenge of invalidity, unenforceability or patentability with respect to a Joint Patent Right, at which point Prometheus shall have the option at its expense of prosecuting, maintaining or defending any pending patent application. Notwithstanding the foregoing, in the event Prometheus determines at any time it does not want to pay any expenses for the prosecution and/or maintenance of a Joint Patent Right in any country in the Territory, it may inform BSP of the same in writing in which case BSP shall have the right to prosecute and maintain such Joint Patent Right in such country in BSP’s sole name and at BSP’s sole cost and expense and Prometheus shall assign its undivided half interest in such Joint Patent Right with respect to such country to BSP. If either Party assigns its rights to the other Party under this Section 5.2.2, such assigning party shall retain a non-exclusive[***] right to use the assigned rights it had under the Joint Patent Rights. 5.2.3 In the event that Prometheus wishes to abandon any Prometheus Patent Rights which are the subject of the license granted to BSP pursuant to Section 3.2, Prometheus shall not abandon such Prometheus Patent Rights without providing BSP the opportunity to assume responsibility for the prosecution and maintenance in Prometheus’ name of all Licensed such Prometheus Patent Rights at BSP’s sole cost and expense, provided that in the event that any such Prometheus Patent Rights are not owned by Prometheus, the foregoing right shall only be granted to BSP where and to the extent permitted by the applicable licensor of such Prometheus Patent Rights, including all Developed Patent Rights, subject to the following: (i) With respect to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all substantive (non-procedural) documents pertaining to the Developed Patent Rights, which are received from or to be filed with the U.S. Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time prior to filing with USPTO, as applicable, including copies of each patent application, office action, substantive correspondence with USPTO officials, response to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka shall be free to act without consideration of Acucela’s comments. (ii) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka shall from time to time and, in any event, at least once per year, provide Acucela with updates of the filing, prosecution and maintenance status of such Licensed Patent Rights (other than Developed Patent Rights) in the Territory and Otsuka shall also notify Acucela of any material event occurring in relation to the same as soon as practicable following the occurrence of such material event.

Prosecution and Maintenance. Otsuka (a) Unless otherwise directed by the Development Committee or as otherwise set forth in Section 4.3, Licensor shall have (x) prepare, file, prosecute and maintain the exclusive right patents and responsibility, at its sole discretion and cost, for patent applications covering the prosecution and maintenance of all Licensed Patent RightsRights in the Territory, including all Developed in the name of Licensor, and (y) prepare, file, prosecute and maintain the patents and patent applications covering the Sublicensed Patent RightsRights in the Territory, subject in the name of JHU, in accordance with the terms of the Paragraph 5.1 of the JHU Agreement. (b) Licensor will use commercially reasonable efforts to the following: (i) With respect seek the allowance of broad generic claims, consistent with Licensor’s determination of enforceability, business considerations and other factors, (ii) provide to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all SNDC and its patent counsel copies of patent applications and other substantive (non-procedural) patent prosecution documents pertaining to the Developed patents covering Licensed Patent Rights, which are received from or to be filed with the U.S. Rights and Sublicensed Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time Rights prior to filing in the United States so as to afford SNDC a reasonable opportunity to review and comment, and (iii) consider SNDC’s input in the formulation and execution of Licensor’s strategy with USPTOrespect to filing, prosecuting and maintaining patents and patent applications covering the Licensed Patent Rights and Sublicensed Patent Rights. (c) The cost of such prosecution and maintenance shall be paid by SNDC provided, however, that except as applicableset forth herein, including copies during the Development Period, SNDC shall not be responsible for such costs in excess of each the amount budgeted therefore in the Development Budget. Following the Development Period, prosecution costs of the Licensed Patent Rights and or Sublicensed Patent Rights shall be paid by SNDC only to the extent that the scope of any patent or patent application included in the Licensed Patent Rights or Sublicensed Patent Rights covers uses in the Field. Upon the scope of any Licensed Patent Rights or Sublicensed Patent Rights being amended so that the patent or patent application’s claims are outside of the Field, office actionsuch prosecution costs shall be paid exclusively by Licensor. Upon the scope of any patent or patent application included in the Licensed Patent Rights or Sublicensed Patent Rights being substantially amended as relates to the Field, substantive correspondence the Parties shall use reasonable good faith efforts to determine a reimbursement percentage for such patent or patent application to reflect changes in scope wherein (a) when the scope changes to be more related to the Field, the reimbursement amount will increase accordingly, and (b) when the scope changes to be less related to the Field, the reimbursement amount will decrease accordingly. (d) SNDC shall not be responsible for the costs of any interference or reexamination instituted by Licensor with USPTO officials, response respect to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed the Licensed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Rights or Sublicensed Patent Rights in the Territory (except to the extent allocated in the Development Budget), unless the parties mutually agree in writing that it is reasonably necessary to file and provide prosecute an interference or re-examination in connection with such comments Licensed Patent Rights or Sublicensed Patent Rights in the Territory to Otsukaprotect their interests in such Licensed Patent Rights or Sublicensed Patent Rights, which agreement will not be unreasonably withheld. In the event of such agreement during the Development Period, SNDC shall pay such costs as mutually agreed, even if they are in excess of the amount budgeted therefore in the Development Budget. In the event of such agreement following the Development Period, each Party shall pay such costs as mutually agreed, based on the criteria set forth in clause (c) above. (e) Upon expiration of the Purchase Option Period and for a period of six (6) months thereafter, upon SNDC’s request and at SNDC’s expense (even if such costs exceed the Development Budget), Licensor will use commercially reasonable efforts to file new patent counselapplications expressly covering and limited to the Field and seek the allowance of continuations-in-part or divisionals of the Licensed Patent Rights or Sublicensed Patent Rights expressly covering and limited to the Field (“Field Limited Patents”). Following the Development Period, SNDC shall have the right to prepare, file, prosecute and maintain all Field Limited Patents in the name of Licensor or JHU, as applicable, and Otsuka if in the name of JHU, in accordance with the terms of the Paragraph 5.1 of the JHU Agreement, provided further, that SNDC shall also be obligated prepare, file, prosecute and maintain all Field Limited Patents if such patents or patent applications are in the name of JHU. In connection therewith, SNDC will use commercially reasonable efforts to (i) provide to Licensor and its patent counsel copies of patent applications and other substantive patent prosecution documents pertaining to the Field Limited Patents prior to filing in the United States so as to afford Licensor a reasonable opportunity to review and comment, and (ii) consider all such comments Licensor’s input in good faith. If Acucela fails to provide its comments the formulation and execution of SNDC’s strategy with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka shall be free to act without consideration of Acucela’s commentsfilings. (iif) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka Each Party shall from time to time and, in any event, at least once per year, provide Acucela the prosecuting Party with updates of the filing, prosecution and maintenance status of such Licensed Patent Rights (other than Developed Patent Rights) in the Territory and Otsuka shall also notify Acucela of any material event occurring in relation to the same as soon as practicable following the occurrence of such material eventreasonable cooperation under this Section 4.3.

Prosecution and Maintenance. Otsuka (a) Unless otherwise directed by the Development Committee or as otherwise set forth in Section 4.3, Licensor shall have (x) prepare, file, prosecute and maintain the exclusive right patents and responsibility, at its sole discretion and cost, for patent applications covering the prosecution and maintenance of all Licensed Patent RightsRights in the Territory, including all Developed in the name of Licensor, and (y) prepare, file, prosecute and maintain the patents and patent applications covering the Sublicensed Patent RightsRights in the Territory, subject in the name of JHU, in accordance with the terms of the Paragraph 5.1 of the JHU Agreement. (b) Licensor will use commercially reasonable efforts to the following: (i) With respect seek the allowance of broad generic claims, consistent with Licensor’s determination of enforceability, business considerations and other factors, (ii) provide to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all SNDC and its patent counsel copies of patent applications and other substantive (non-procedural) patent prosecution documents pertaining to the Developed patents covering Licensed Patent Rights, which are received from or to be filed with the U.S. Rights and Sublicensed Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time Rights prior to filing in the United States so as to afford SNDC a reasonable opportunity to review and comment, and (iii) consider SNDC’s input in the formulation and execution of Licensor’s strategy with USPTOrespect to filing, prosecuting and maintaining patents and patent applications covering the Licensed Patent Rights and Sublicensed Patent Rights. (c) The cost of such prosecution and maintenance shall be paid by SNDC provided, however, that except as applicableset forth herein, including copies during the Development Period, SNDC shall not be responsible for such costs in excess of each the amount budgeted therefore in the Development Budget. Following the Development Period, prosecution costs of the Licensed Patent Rights and or Sublicensed Patent Rights shall be paid by SNDC only to the extent that the scope of any patent or patent application included in the Licensed Patent Rights or Sublicensed Patent Rights covers uses in the Field. Upon the scope of any Licensed Patent Rights or Sublicensed Patent Rights being amended so that the patent or patent application’s claims are outside of the Field, office actionsuch prosecution costs shall be paid exclusively by Licensor. Upon the scope of any patent or patent application included in the Licensed Patent Rights or Sublicensed Patent Rights being substantially amended as relates to the Field, substantive correspondence the Parties shall use reasonable good faith efforts to determine a reimbursement percentage for such patent or patent application to reflect changes in scope wherein (a) when the scope changes to be more related to the Field, the reimbursement amount will increase accordingly, and (b) when the scope changes to be less related to the Field, the reimbursement amount will decrease accordingly. (d) SNDC shall not be responsible for the costs of any interference or reexamination instituted by Licensor with USPTO officials, response respect to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed the Licensed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Rights or Sublicensed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding (except to the relevant matter extent allocated in the USPTODevelopment Budget), Otsuka shall be free unless the parties mutually agree in writing that it is reasonably necessary to act without consideration of Acucela’s comments. (ii) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka shall from time to time and, file and prosecute an interference or re-examination in any event, at least once per year, provide Acucela connection with updates of the filing, prosecution and maintenance status of such Licensed Patent Rights (other than Developed or Sublicensed Patent Rights) Rights in the Territory and Otsuka to protect their interests in such Licensed Patent Rights or Sublicensed Patent Rights, which agreement will not be unreasonably withheld. In the event of such agreement during the Development Period, SNDC shall also notify Acucela pay such costs as mutually agreed, even if they are in excess of any material the amount budgeted therefore in the Development Budget. In the event occurring in relation to the same as soon as practicable of such agreement following the occurrence of Development Period, each Party shall pay such material eventcosts as mutually agreed, based on the criteria set forth in clause (c) above. (e) [***] (f) Each Party shall provide the prosecuting Party with reasonable cooperation under this Section 4.3.

Prosecution and Maintenance. Otsuka (a) Salk has applied or shall apply for, shall seek prompt issuance of, and shall maintain during the Term the Licensed Patent Rights in the United States and in such foreign countries as may be designated by Licensee in a written notice to Salk within a reasonable time in advance of the required foreign filing dates. Licensee shall have the exclusive right opportunity to advise and responsibilitycooperate with Salk in the prosecution, at filing and maintenance of such patents. Notwithstanding Licensee’s obligations of payment of Patent Costs in Section 8.2 hereof, Salk shall select all outside counsel for prosecution of the Licensed Patent Rights and such counsel shall represent Salk in such prosecution. Salk shall instruct the patent attorneys prosecuting any of the Licensed Patent Rights to: (i) provide Licensee or its sole discretion patent counsel with copies of all documentation and costcorrespondence sent to, for filed with, or to be sent to or filed with, patent offices in any and all countries, (ii) provide Licensee or its patent counsel with a reasonable opportunity to review and comment upon all filings with such patent offices, (iii) give good faith consideration to Licensee’s or its patent counsel’s comments prior to submitting such responses to such patent offices and (iv) incorporate in any such filings any comments provided by Licensee or its patent counsel with respect to any such filings prior to their submission to such patent offices if and to the extent that such comments do not narrow the scope of the claims in the Licensed Patent Rights. In the event of any disagreement between Licensee and Salk with respect to prosecution and maintenance matters, Salk shall have full control over prosecution and maintenance of all the patent applications and patents contained in the Licensed Patent Rights, including all Developed Patent Rights, subject to the following: (i) With respect to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all substantive (non-procedural) documents pertaining to the Developed Patent Rights, which are received from or to be filed with the U.S. Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time prior to filing with USPTO, as applicable, including copies of each patent application, office action, substantive correspondence with USPTO officials, response to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka shall be free to act without consideration of Acucela’s comments. (iib) With respect Licensee shall immediately notify Salk of a change in its entity status under 37 C.F.R. Section 1.27. Licensee acknowledges that Licensee’s entity status may change due to all a change in the number of its employees or if any rights under Licensed Patent Rights other than Developed Patent Rights, Otsuka shall have been transferred to or released from time to time and, in any eventan Affiliate or Sublicensee. (c) Salk, at least once per yearLicensee’s request and expense, provide Acucela with updates shall apply for an extension of the filing, prosecution and maintenance status term of such any patent in the Licensed Patent Rights (other than Developed under the U.S. Drug Price Competition and Patent Rights) in the Territory and Otsuka shall also notify Acucela of any material event occurring in relation to the same as soon as practicable following the occurrence of such material eventTerm Restoration Act.

Prosecution and Maintenance. Otsuka shall have the exclusive right and responsibility, at its sole discretion and cost, for the prosecution and maintenance of all Licensed Patent Rights, including all Developed Patent Rights, subject to the following: (ia) With respect to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all substantive (non-procedural) documents pertaining to the Developed Patent Rights, which are received from or to be filed with the U.S. Patent and Trademark Office (“USPTO”), promptly following receipt from the patent office and within a reasonable time prior to filing with USPTO, as applicable, including copies of each patent application, office action, substantive correspondence with USPTO officials, response to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole expense, to comment on the prosecution of Developed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka AutoImmune shall be free to act without consideration of Acucela’s comments. (ii) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka shall from time to time and, in any event, at least once per year, provide Acucela with updates of responsible for the filing, prosecution and maintenance status of such Licensed the Patent Rights (other than Developed in its own name. Subject to the following provisions of this Section 5.1.1, Teva shall reimburse [ ] of AutoImmune's costs and expenses incurred after the Effective Date in filing a patent application which is included in the Patent Rights) , prosecuting any patent applications included in the Territory Patent Rights, and Otsuka maintaining any issued patents included in the Patent Rights; provided, however, that in no event shall also notify Acucela Teva be required to pay under this Section 5.1.1(a) more than [portion of any material event occurring in relation sentence omitted] following the Effective Date or more than [remainder of sentence omitted]. AutoImmune shall furnish Teva with such information as Teva shall reasonably request with respect to the same costs and expenses to be reimbursed and Teva shall make such reimbursement within [ ] after AutoImmune's request therefor. Teva shall have audit rights with respect to any such reimbursements as soon provided in Section 4.2.4. Any late payments shall bear interest as practicable following provided in Section 4.2.7. (b) In the occurrence event AutoImmune proposes to license any of such material eventthe Patent Rights to a Third Party outside the Field or those Patent Rights which are described in Section 2.1(b) for use inside the Field, AutoImmune shall use reasonable efforts to cause the Third Party to agree to reimburse AutoImmune's costs and expenses thereafter incurred in filing a patent application which is included in the Patent Rights, prosecuting any patent applications included in the Patent Rights, and maintaining any issued patents included in the Patent Rights, and to the extent the Third Party agrees to so reimburse AutoImmune, Teva's obligation to reimburse AutoImmune under this Section 5.1.1 shall be eliminated or reduced accordingly. (c) In the event AutoImmune licenses any of the Patent Rights to a Third Party outside the Field or those Patent Rights which are described in Section 2.1(b) for use inside the Field, and receives royalties or other non- royalty consideration as a result, AutoImmune shall pay to Teva, beginning with the first royalties or other non-royalty consideration received by AutoImmune, [remainder of sentence omitted]. Such payments shall reimburse Teva for all amounts paid by Teva to AutoImmune pursuant to Section 5.1.1 (a) When reimbursement in full has been made, AutoImmune's obligations to make further payments under this Section 5.1.1(c), and Teva's obligations to make further payments to AutoImmune under Section 5.1.1(a), shall terminate. (d) Teva shall be kept informed of all activities of AutoImmune covered by Section 5.1.1(a) and, without limitation of the foregoing, shall be provided with copies of all filings proposed to be made by AutoImmune in appropriate jurisdictions in sufficient time to reasonably permit Teva to comment thereon. AutoImmune shall consider in good faith (i) all suggested comments timely received from Teva and (ii) all suggestions made by Teva as to the jurisdictions in which filings should be made.

Prosecution and Maintenance. Otsuka 6.2.1. INSMED shall have the exclusive right and responsibility, within its own discretion and at its sole own expense, to prosecute and maintain patent protection for all Licensed Patents Owned By INSMED. TAISHO shall have the right and responsibility, within its own discretion and costat its own expense, to prosecute and maintain patent protection for all patents included in the TAISHO's New Intellectual Property. INSMED shall have the right and responsibility outside the Territory, within its own discretion and at INSMED's expense, to prosecute and maintain patent protection for all Licensed Patents Owned Jointly. TAISHO shall have the right and responsibility inside the Territory, within its own discretion and at TAISHO's expense, to prosecute and maintain patent protection for all Licensed Patents Owned Jointly. Each party shall assist and cooperate with the other in connection with the other party's prosecution and maintenance of any Licensed Patents for which it is responsible. 6.2.2. INSMED shall, within its own discretion, prosecute and maintain all patent protection for Licensed Patents Owned By INSMED, and TAISHO shall reimburse INSMED for all expenses, including attorney's fees, incurred by INSMED in prosecuting and maintaining Licensed Patents Owned By INSMED in the Territory. From time to time, INSMED will provide TAISHO with invoices setting forth such expenses, and TAISHO will pay INSMED the amounts on such invoices within sixty (60) days of receipt of the invoices. The failure to make payment, without reasonable cause, within thirty (30) days after written notice from INSMED that the invoice has not been paid in a timely manner, will result in a loss of the License for such patent in the applicable country. 6.2.3. Upon request by either party the other party ("Audited Party") will permit the requesting party ("Requesting Party"), at the Requesting Party's expense and using independent, qualified public accountants employed by the Requesting Party and acceptable to the Audited Party, which acceptance shall not be unreasonably withheld, to examine the Audited Party's expense records related to patent prosecution and maintenance, as set forth in this Article for up to three (3) years after the Requesting Party's receipt of such invoices. The Requesting Party's right of examination may be exercised only once per invoice. The Requesting Party's accountants will be allowed to copy books and records relevant to such audit. Any accountants selected by the Requesting Party and accepted by the Audited Party for such examinations shall, upon request by the Audited Party, enter into appropriate confidentiality agreements, and shall not disclose to the Requesting Party any information other than that specifically and directly related to the accuracy of the Audited Party's invoices. The determinations of such accountants with respect to the accuracy of such invoices shall be binding on both parties. 6.2.4. If INSMED desires TAISHO to file any patent applications for patents included in the TAISHO's New Intellectual Property in countries identified by INSMED outside the Territory and TAISHO agrees thereto, TAISHO, at INSMED's expense, will cause such patent applications to be filed or take such actions to allow INSMED to file such patent applications. For any such patent applications filed by INSMED, TAISHO shall allow INSMED, upon request, reasonable access to all documentation, filings, and communications necessary for INSMED to make such patent applications and INSMED shall keep TAISHO advised as to the status of such patent applications. 6.2.5. If TAISHO desires INSMED to file any patent applications for Licensed Patents Owned by INSMED in countries identified by TAISHO in the Territory, and INSMED agrees thereto, INSMED, at TAISHO's expense, will cause such patent applications to be filed or take such actions to allow TAISHO to file such patent applications. For any such patent applications filed by TAISHO, INSMED shall allow TAISHO, upon request, reasonable access to all documentation, filings, and communications necessary for TAISHO to make such patent applications and TAISHO shall keep INSMED advised as to the status of such patent applications. 6.2.6. In the event INSMED elects not to seek or maintain patent protection on Licensed Patents Owned By INSMED in any country in the Territory or the Licensed Patents Owned Jointly outside the Territory, or TAISHO elects not to seek or maintain patent protection on patents included in the New Intellectual Property owned by TAISHO in any country outside the Territory, or the Licensed Patents Owned Jointly inside the Territory, the other party shall have the right, within its own discretion and at its expense to prosecute and/or maintain patent protection on such patent. No party shall abandon its interest in such a patent or patent application without at least sixty (60) days' prior written notice to the other party. If either party notifies the other party of its intent to abandon its interest in such a patent or patent application, the other party shall have the option to obtain an assignment of such patent and related applications free of charge and to continue the prosecution and maintenance of all Licensed Patent Rights, including all Developed Patent Rights, subject to the following: (i) With respect to Developed Patent Rights, Otsuka shall copy Acucela, or have Acucela copied, on all substantive (non-procedural) documents pertaining to the Developed Patent Rights, which are received from or to be filed with the U.S. Patent such patent and Trademark Office (“USPTO”), promptly following receipt from the patent office related applications in its own name within its own discretion and within a reasonable time prior to filing with USPTO, as applicable, including copies of each patent application, office action, substantive correspondence with USPTO officials, response to office action, declarations, information disclosure statements, requests for terminal disclaimer, requests for patent term extension and request for reexamination relating to Developed Patent Rights. Consistent with the foregoing, Acucela shall have the right, at its sole own expense, to comment on the prosecution of Developed Patent Rights in the Territory and provide such comments to Otsuka’s patent counsel, and Otsuka shall consider all such comments in good faith. If Acucela fails to provide its comments with respect to such prosecution by Otsuka of such patent application or patent within the Developed Patent Rights reasonably in advance of the deadline for filing or otherwise responding to the relevant matter in the USPTO, Otsuka shall be free to act without consideration of Acucela’s comments. (ii) With respect to all Licensed Patent Rights other than Developed Patent Rights, Otsuka shall from time to time and, in any event, at least once per year, provide Acucela with updates of the filing, prosecution and maintenance status of such Licensed Patent Rights (other than Developed Patent Rights) in the Territory and Otsuka shall also notify Acucela of any material event occurring in relation to the same as soon as practicable following the occurrence of such material event.