Common use of Prosecution Clause in Contracts

Prosecution. (a) Licensor shall be solely responsible for, at its own expense and in its sole discretion, prosecuting and maintaining the Licensed US Patent Rights. Licensor has no obligation to XXXX to prosecute or maintain such patents and patent applications, except that Licensor shall use reasonable commercial efforts to maintain the Licensed US Patents through December 31, 2012. (b) Licensor shall have the initial right (but not the obligation) to prosecute and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has not, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution and maintenance of such Licensed Foreign Counterpart and thereupon and thereafter XXXX shall have the sole right (but not the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXX, within 30 days of the date of XXXX’x invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor shall have no further right to prosecute and maintain such Licensed Foreign Counterpart. (d) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject to later reimbursement (within 30 days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (b). (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.

Prosecution. (a) As between the Parties, except as provided herein, Licensor shall be solely responsible forshall, at its own expense expense, control and in its sole discretion, prosecuting and maintaining the Licensed US Patent Rights. Licensor has no obligation to XXXX to prosecute or maintain such patents and patent applications, except that Licensor shall use reasonable commercial efforts to maintain the Licensed US Patents through December 31, 2012. (b) Licensor shall have the initial right (but not the obligation) to prosecute and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, be solely responsible for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has not, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution and maintenance of such the Licensed Foreign Counterpart and thereupon and thereafter XXXX Patents. Licensee shall have the sole right (but not the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXXcooperate, within 30 days of the date of XXXX’x invoice setting forth such costs and expensesat Licensor’s reasonable request, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over with the prosecution and maintenance of the Licensed Patents and in any other related proceedings before a patent official or office. Licensor shall consult with and keep Licensee reasonably informed on the preparation, filing, prosecution and maintenance of the Licensed Foreign Counterpart under this subsection Patents (cincluding notifying Licensee of all material developments with respect to such activities on a worldwide basis in a timely manner), furnish Licensee with copies of each document relevant to such preparation, filing, prosecution and maintenance to allow for review and comment by Licensee reasonably (but not less than thirty (30) days) in advance of submission, and shall consider in good faith timely comments from Licensee; provided that Licensor shall have the final decision-making authority over such preparation, filing, prosecution and maintenance. If Licensee reasonably requests that Licensor take steps to prepare, file, prosecute or maintain any Licensed Patent(s) and Licensor declines or otherwise fails to do so within a reasonable time period, then Licensee shall be entitled to take such reasonable action at its own expense on behalf of Licensor; provided, however, that all such Licensed Patent(s) shall continue to be owned by Licensor. Notwithstanding the foregoing or anything to the contrary herein, if Licensor determines not to prosecute or otherwise abandon any Licensed Patent(s), Licensor shall have no further right provide Licensee with prompt written notice of such determination (which notice shall be given at least sixty (60) days prior to prosecute and maintain such Licensed Foreign Counterpart. (d) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX next deadline for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) any action that may be taken with respect to PCT Patent Application Number US2011/025290such Licensed Patent(s)), and, at Licensee’s request, assign to Licensee all right, title and interest in and to such Licensed Patent(s)) without charge. If XXXX has accrued but not paid such out-of-pocket costs After assignment to Licensee, Licensee and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject amend and execute an amendment to later reimbursement the Non-Exclusive License Agreement (within 30 days executed by both parties as of even date herewith) to include the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (bnewly assigned Licensed Patent(s). (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.

Prosecution. (a) On or before thirty (30) days following the Effective Date, Licensor shall provide Licensee with copies of complete prosecution files for all Licensed Patents. Licensor hereby delegates to Licensee the exclusive right (but not obligation) to prepare filings for, prosecute (including controlling all interferences, oppositions, reissue proceedings and re-examinations) and maintain all Licensed Patents primarily specific to the Field (each a “Field Specific Licensed Patent”). Licensor and Licensee shall share equally the expenses related to such filings, prosecutions and maintenance. Licensor shall be responsible for the same activities for all other Licensed Patents (each a “Non-Field Specific Patent”) and be solely responsible forfor all expenses associated therewith. The prosecuting Party shall keep the other Party fully informed as to the status of such patent matters, at its own expense including by providing the other Party the opportunity to review and in its sole discretion, prosecuting and maintaining comment on any documents relating to the Licensed US Patents which shall be filed in any patent office at least fifteen (15) days before such filing and promptly providing such other Party with copies of any documents relating to the Licensed Patents that such controlling Party receives from any patent office. Each Party shall be responsible for all its costs incurred for such preparation, prosecution and maintenance. Upon Licensee’s reasonable request, Licensor shall update Exhibit C. Licensor shall not permit any of the Licensed Patents to be abandoned in any country without Licensee first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of same. In the event that Licensor decides not to continue the prosecution or maintenance of any Licensed Patent Rightsin any country, or to permit an allowed patent application that is a Licensed Patent to issue without there being a pending patent application with at least the same disclosure and specification claiming priority (directly or indirectly) to such allowed patent application, Licensor shall provide Licensee with notice of this decision at least thirty (30) days prior to any lapse, abandonment or issuance thereof. Licensor has In the event that Licensee elects to assume responsibility for such prosecution and maintenance within thirty (30) days of Licensor’s notice, or to file a patent application to maintain pendency, such Licensed Patent (including any later filed Patent Rights claiming priority (directly or indirectly) thereto) shall thereafter be treated as a “Field Specific Licensed Patent” hereunder, except that Licensee shall have no obligation to XXXX to prosecute or maintain such patents and patent applicationsValid Claims that apply outside of the Field (in whole or in part). In addition to the foregoing provisions of this Section 4.1, except that the Parties agree that, upon Licensee’s reasonable request, on a country-by-country basis, Licensor shall use reasonable commercial efforts file a patent application at Licensee’s expense claiming priority to maintain the any Licensed US Patents through December 31, 2012. (b) Licensor shall have the initial right (but not the obligation) to prosecute and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, Patent for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has not, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution and maintenance of such Licensed Foreign Counterpart and thereupon and thereafter XXXX shall have the sole right (but not the obligation) Licensee to prosecute and maintain such patent application as a Field Specific Licensed Foreign CounterpartPatent hereunder. BR shall reimburse XXXX, within 30 days of the date of XXXX’x invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor shall have no further right to prosecute and maintain such Licensed Foreign Counterpart. (d) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject to later reimbursement (within 30 days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (b).******************************************************************** ************************************************************************************* EXCLUSIVE LICENSE AGREEMENT ************************************************************************************* ************************************************************************************* ************************************************************************************* ************************************************************************************* ************************************************************************************* ************************************************************************************* ************************************************************************************* ******** (e) Licensor Each Party and their respective Affiliates shall within 30 days of cooperate with the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of other in the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay themforegoing activities.

Prosecution. (a) Licensor shall be solely responsible for, at At its own expense cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of the Nuvelo Patent Rights listed in its sole discretion, prosecuting and maintaining Exhibit C hereto (the Licensed US “Existing Nuvelo Patent Rights”) before all patent authorities in the Bayer Territory. Licensor Nuvelo has the right to review and comment on the filing, prosecution and defense of the Existing Nuvelo Patent Rights and if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Existing Nuvelo Patent Rights, then Bayer will not take the specific action(s) without the prior, express written consent of Nuvelo and, if Nuvelo does not give its consent to the action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent authority in the Bayer Territory regarding the Existing Nuvelo Patent Rights no obligation later than thirty (30) days (or if given less than thirty (30) days to XXXX respond as soon as practicable) prior to prosecute the date such submission is proposed to be made, and will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any Existing Nuvelo Patent Rights reasonably promptly after making such filing or receiving each document. If Bayer decides not to file, prosecute, defend or maintain such patents any claim or patent application or patent within the Existing Nuvelo Patent Rights in any country in the Bayer Territory, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision, and patent applicationsNuvelo will have the right to file, except that Licensor shall use reasonable commercial efforts to prosecute and maintain the Licensed US Patents through December 31claim or patent application or patent on behalf of Nuvelo (at Nuvelo’s sole cost and expense). [*] Certain confidential information contained in this document, 2012marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. (b) Licensor shall At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of Joint Patent Rights before all patent authorities in the Bayer Territory. Nuvelo will have the initial right to review and comment on the filing, prosecution and defense of the Joint Patent Rights by Bayer and if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Joint Patent Rights, then Bayer will not take the specific action(s) without the prior express written consent of Nuvelo and, if Nuvelo does not give its consent to such action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent authority regarding Joint Patent Rights no later than thirty (but 30) days (or if given less than thirty (30) days to respond, as soon as practicable) prior to the date the submission is proposed to be made, and will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct such outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any Joint Patent Rights reasonably promptly after making the filing or receiving such document. If Bayer decides to not file, prosecute, defend or maintain or any claim or patent application or patent within Joint Patent Rights in any country in the obligationBayer Territory, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision. Nuvelo will have the right and opportunity to prosecute file, prosecute, defend and maintain any the claim or patent application or patent (at Nuvelo’s sole cost and all Licensed Foreign Counterparts. XXXX shall reimburse Licensorexpense), within 30 days of and Bayer will assign its complete interest in the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation claim or patent application or patent to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign CounterpartsNuvelo. (c) If Licensor has notNuvelo and Bayer will each provide to the other any invention disclosures submitted to its respective outside or in-house patent counsel in the normal course of its business that disclose an invention within Nuvelo Know-How and Joint Know-How, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution respectively. Nuvelo and maintenance of such Licensed Foreign Counterpart Bayer will cooperate with each other and thereupon and thereafter XXXX shall have the sole right (but not the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXX, within 30 days of the date of XXXX’x invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of render all reasonable assistance in prosecuting and maintaining Licensed Foreign Counterparts all intellectual property licensed to Bayer under this subsection (c)Agreement. If XXXX takes over Both Parties will meet regularly, either in person or by telephone or videoconference, but not less than on a quarterly basis, to discuss the prosecution (and maintenance other related proceedings, such as interferences and oppositions) of a Licensed Foreign Counterpart all intellectual property licensed to Bayer under this subsection Agreement. Nuvelo and Bayer will cooperate with each other in these matters, and will sign any necessary legal papers and provide the Party responsible for prosecution with data or other information in support thereof (cand use their best efforts to ensure the cooperation of any of their respective personnel and, in the case of Bayer, it’s Affiliates and licensee(s) as might reasonably be requested), Licensor shall have no further right to prosecute and maintain such Licensed Foreign Counterpart. (d) Licensor shall within 30 days At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of the date of XXXX’x invoice setting forth such costs Product Trademarks before all trademark authorities in the Bayer Territory. For the Product Trademarks solely or jointly owned by Nuvelo, Nuvelo will have the right to review and expenses reimburse XXXX for 50% comment on the filing, prosecution and defense of the documented out-of-pocket costs Product Trademarks by Bayer and expenses incurred if outside counsel mutually acceptable to Bayer and Nuvelo concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Product Trademarks, then Bayer will not take such specific action(s) without the prior express written consent of Nuvelo, and Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each submission to a trademark authority regarding the Product Trademarks no later than thirty (30) days prior to the date the submission is proposed to be made, or if given less than thirty (30) days to respond as soon as practicable, and Bayer will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to or document received from a trademark authority regarding any Product Trademarks reasonably promptly after July 1, 2012 but before making the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290or receiving the document. If XXXX has accrued but Bayer decides to not paid such out-of-pocket costs and expenses incurred after July 1file, 2012 but before the Effective Dateprosecute, defend or maintain a Product Trademark in any country, then Licensor shall pay them, subject to later reimbursement Bayer will provide Nuvelo with thirty (within 30 30) days prior written notice of the date of Licensor’s invoice setting forth such costs decision. Nuvelo will have the opportunity to file, prosecute, defend and expenses) from XXXX for 50% of such out-of-pocket costs maintain the Product Trademark at its sole expense, and expenses as contemplated by subsection (b)Bayer will assign its complete interest, if any, in the Product Trademark to Nuvelo. (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.

Prosecution. (ai) Licensor The responsibility for Patent Prosecution and Defense and Trademark Prosecution and Defense related to a Patent or Trademark that is within the AMAG Licensed Patents or AMAG Licensed Trademarks or the Norgine Licensed Patents that is owned solely by a Party shall be solely responsible for, at its own expense the responsibility of such Party. Such Party shall keep the JSC and in its sole discretion, prosecuting the other Party informed of the status of all such Patent Prosecution and maintaining the Licensed US Patent Rights. Licensor has no obligation to XXXX to prosecute or maintain such patents Defense and patent applications, except that Licensor shall use reasonable commercial efforts to maintain the Licensed US Patents through December 31, 2012Trademark Prosecution and Defense activities. (bii) Licensor AMAG shall have keep the initial right (JSC and Norgine informed of the status of all matters affecting Patent Prosecution and Defense and Trademark Prosecution and Defense of ACTIVE/105730326.3 AMAG Licensed Patents or AMAG Licensed Trademarks in the Norgine Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Norgine upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. If AMAG decides not to file, prosecute, maintain, extend or defend a AMAG Licensed Patent or AMAG Licensed Trademark, in each case, in the Norgine Territory, it shall give Norgine reasonable notice to that effect sufficiently in advance of, but not less than [***] prior to, any deadline for any filing with respect to such AMAG Licensed Patent or AMAG Licensed Trademark to permit Norgine to carry out such activity. After such notice, Norgine may file, prosecute, maintain, extend or defend such AMAG Licensed Patent or AMAG Licensed Trademark, and perform such acts as may be reasonably necessary for it to file, prosecute, maintain, extend or defend such AMAG Licensed Patent or AMAG Licensed Trademark [***]. If Norgine does so elect, then AMAG shall [***], provide such cooperation to Norgine, including the obligation) to prosecute execution and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensorfiling of appropriate instruments, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterpartsas may reasonably be requested [***]. (ciii) Norgine shall keep the JSC and AMAG informed of the status of all matters affecting Patent Prosecution and Defense of Norgine Licensed Patents on a worldwide basis and Trademark Prosecution and Defense of Norgine Controlled Trademarks in the Norgine Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and AMAG upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. If Licensor has notNorgine decides not to file, by prosecute, maintain, extend or defend a Norgine Licensed Patent anywhere in the 60th day before world or a Norgine Controlled Trademark in the Norgine Territory, it shall give AMAG reasonable notice to that effect sufficiently in advance of, but not less than [***] prior to, any deadline date for taking a relevant Licensed Foreign Counterpart prosecution any filing with respect to such Patent or maintenance actionTrademark to permit AMAG to carry out such activity. After such notice, taken AMAG may file, prosecute, maintain, extend or defend such relevant Licensed Foreign Counterpart prosecution Patent or maintenance actionTrademark and perform such acts as may be reasonably necessary for it to file, prosecute, maintain, extend or defend such Patent or Trademark[***]. If AMAG does so elect, then within Norgine shall provide such 60 days XXXX shall have cooperation to AMAG, including the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution execution and maintenance filing of such Licensed Foreign Counterpart and thereupon and thereafter XXXX shall have the sole right (but not the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXXappropriate instruments, within 30 days of the date of XXXX’x invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor shall have no further right to prosecute and maintain such Licensed Foreign Counterpartas may reasonably be requested [***]. (div) Licensor shall within 30 days Any Dispute regarding Patent Prosecution and Defense and Trademark Prosecution and Defense of AMAG Licensed Patents, Norgine Licensed Patents or AMAG Licensed Trademarks that cannot be resolved by intellectual property counsel of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX Parties, may be submitted by the other Party for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject to later reimbursement (within 30 days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (b)Dispute resolution pursuant Article 13. (ev) Licensor Norgine rights and obligations under this Section 12.2 are secondary to and shall within 30 days of be subject to any Third Party rights and obligations under the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay themapplicable AMAG Third Party Agreement.

Prosecution. (a) 16.1 Although the Licensor shall be solely responsible forintends to continue prosecution of the Patent Application, at its own expense and the Licensor reserves the right, in its sole discretion, prosecuting and maintaining with prior written notice to the Licensed US Licensee, to abandon or to permit to lapse the Patent RightsApplication or any claims set out in the Patent Application. The Licensor has no obligation will provide such notice sufficiently prior to XXXX such abandonment or lapse so that it will be possible for Licensee to prosecute act to prevent such abandonment or maintain lapse. In the event the Licensee desires to prevent such patents and patent applicationsabandonment or lapse, except that Licensor shall use reasonable commercial efforts to maintain the Licensed US Patents through December 31, 2012. (b) Licensor shall have the initial right (but not the obligation) to prosecute and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has not, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX Licensee shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over itself continue the prosecution and/or to make payment of any fees or taxes necessary to prevent lapse, provided, however, that title to the application and maintenance any resulting Patent(s) shall remain in the Licensor, and the Licensee's rights and licenses under this Agreement shall not change, but the Licensee shall no longer have the obligation to make further payments to the Licensor under this Agreement with respect to the manufacture, use, sale, or other disposition of the Licensed Product under any claim that would have lapsed or been abandoned or any Licensed Patent that would not have been issued in the absence of such Licensed Foreign Counterpart action by Licensee under this Section 16.1. 16.2 During the life of this Agreement, the Licensee agrees not to attack, directly or indirectly, the validity of any licensed Patent and thereupon not to oppose, directly or indirectly, the issuance of any Patent on the Patent Application and thereafter XXXX its non-U.S. counterparts. 16.3 The Licensee shall have provide all reasonable assistance to the sole right (but not Licensor in the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXX, within 30 days prosecution before the United States Patent Office of the date of XXXX’x invoice setting forth such costs and expenses, for 50% Patent Application. This undertaking by the Licensee is made in recognition that the protection of the documented out-of-pocket costs Licensor's intellectual property rights is in the interest of both parties. In providing such assistance, the Licensee shall act in the best interests of the Licensor and expenses subject to the continuing consent of prosecuting the Licensor, which consent may be withdrawn at any time. 16.4 In the event that any Patent or portion thereof included within the Licensed Patents shall, during the life of this Agreement, be declared invalid by a court of last resort or by a court of competent jurisdiction from whose decision no appeal is seasonably taken, all further payments under Section 9 by the Licensee with respect to such Patent or portion thereof held invalid shall cease, and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor Licensee shall have no further right royalty obligations hereunder with respect thereto, except that, if the Licensee chooses to prosecute sell the Licensed Product notwithstanding the absence of a patent, payment of royalties shall be made as set forth above in this Agreement. In such event, all the terms of this Agreement shall continue as to any portions of any such Patent which shall not have been held invalid. Should the Licensee choose not to sell the Licensed Product as a result of events described in this Section 16.4, the Licensee shall notify the Licensor of said choice in writing within a reasonable time, and maintain such Licensed Foreign Counterpartthis notification will result in immediate mutual termination of this Agreement. 16.5 Each party shall advise the other promptly upon its becoming aware of any third-party infringement of the licensed Patent. If, within sixty (d60) days of giving or receiving such notice of a third-party infringement of a licensed Patent in the Territory, the Licensor fails to institute an infringement suit and, in the Licensee's judgment, such suit is reasonably required or justified, the Licensee shall have the right, at its own discretion, within thirty (30) days thereafter, to institute an action for infringement of any claim or claims of licensed Patents as embodied in the Licensed Products manufactured and/or sold by the Licensee. It is agreed that in such event the Licensee can institute any such suit in the names of both parties to this agreement and that the Licensee shall bear the expense of any such suit or suits. Should the Licensee bring any such suit, the Licensor shall within 30 days of the date of XXXX’x invoice setting forth cooperate in all reasonable ways in such costs and expenses reimburse XXXX for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject to later reimbursement (within 30 days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (b)suit. (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.

Prosecution. (a) 16.1 Although the Licensor shall be solely responsible forintends to continue prosecution of the Patent Application, at its own expense and the Licensor reserves the right, in its sole discretion, prosecuting and maintaining with prior written notice to the Licensed US Licensee, to abandon or to permit to lapse the Patent RightsApplication or any claims set out in the Patent Application. The Licensor has no obligation will provide such notice sufficiently prior to XXXX such abandonment or lapse so that it wi1l be possible for Licensee to prosecute act to prevent such abandonment or maintain lapse. In the event the Licensee desires to prevent such patents and patent applicationsabandonment or lapse, except that Licensor shall use reasonable commercial efforts to maintain the Licensed US Patents through December 31, 2012. (b) Licensor shall have the initial right (but not the obligation) to prosecute and maintain any and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (b). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has not, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX Licensee shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over itself continue the prosecution and/or to make payment of any fees or taxes necessary to prevent lapse, provided, however, that title to the application and maintenance any resulting Patent(s) shall remain in the Licensor, and the Licensee's rights and licenses under this Agreement shall not change, but the Licensee shall no longer have the obligation to make further payments to the Licensor under this Agreement with respect to the manufacture, use, sale, or other disposition of the Licensed Product under any claim that would have lapsed or been abandoned or any Licensed Patent that would not have been issued in the absence of such Licensed Foreign Counterpart action by Licensee under this Section 16.1. 16.2 During the life of this Agreement, the Licensee agrees not to attack, directly or indirectly, the validity of any licensed Patent and thereupon not to oppose, directly or indirectly, the issuance of any Patent on the Patent Application and thereafter XXXX its non-U.S. counterparts. 16.3 The Licensee shall have provide all reasonable assistance to the sole right (but not Licensor in the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXX, within 30 days prosecution before the United States Patent Office of the date of XXXX’x invoice setting forth such costs and expenses, for 50% Patent Application. This undertaking by the Licensee is made in recognition that the protection of the documented out-of-pocket costs Licensor's intellectual property rights is in the interest of both parties. In providing such assistance, the Licensee shall act in the best interests of the Licensor and expenses subject to the continuing consent of prosecuting the Licensor, which consent may be withdrawn at any time. 16.4 In the event that any Patent or portion thereof included within the Licensed Patents shall, during the life of this Agreement, be declared invalid by a court of last resort or by a court of competent jurisdiction from whose decision no appeal is seasonably taken, all further payments under Section 9 by the Licensee with respect to such Patent or portion thereof held invalid shall cease, and maintaining Licensed Foreign Counterparts under this subsection (c). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor Licensee shall have no further right royalty obligations hereunder with respect thereto, except that, if the Licensee chooses to prosecute sell the Licensed Product notwithstanding the absence of a patent, payment of royalties shall be made as set forth above in this Agreement. In such event, all the terms of this Agreement shall continue as to any portions of any such Patent which shall not have been held invalid. Should the Licensee choose not to sell the Licensed Product as a result of events described in this Section 16.4, the Licensee shall notify the Licensor of said choice in writing within a reasonable time, and maintain such Licensed Foreign Counterpartthis notification will result in immediate mutual termination of this Agreement. 16.5 Each party shall advise the other promptly upon its becoming aware of any third-party infringement of the licensed Patent. If, within sixty (d60) days of giving or receiving such notice of a third-party infringement of a licensed Patent in the Territory, the Licensor fails to institute an infringement suit and, in the Licensee's judgment, such suit is reasonably required or justified, the Licensee shall have the right, at its own discretion, within thirty (30) days thereafter, to institute an action for infringement of any claim or claims of licensed Patents as embodied in the Licensed Products manufactured and/or sold by the Licensee. It is agreed that in such event the Licensee can institute any such suit in the names of both parties to this agreement and that the Licensee shall bear the expense of any such suit or suits. Should the Licensee bring any such suit, the Licensor shall within 30 days of the date of XXXX’x invoice setting forth cooperate in all reasonable ways in such costs and expenses reimburse XXXX for 50% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them, subject to later reimbursement (within 30 days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% of such out-of-pocket costs and expenses as contemplated by subsection (b)suit. (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.

Prosecution. (a) Licensor At its sole cost and expense, Nuvelo will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of Amgen Patent Rights before all patent authorities in the Territory. Amgen shall have the right to review and comment on such filing, prosecution and defense of the Amgen Patent Rights by Nuvelo and if such outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any such Amgen Patent Rights, then Nuvelo shall not take such specific action(s) without the prior express written consent of Amgen and. if Amgen shall not have given its consent to such action, Nuvelo shall propose an alternative strategy for Amgen’s consideration. To that end, Nuvelo shall instruct such outside counsel to furnish Amgen with a reasonably complete draft of each potential submission to a patent authority regarding Amgen Patent Rights no later than twenty (20) days (or if given less than twenty (20) days to respond as soon as practicable) prior to the date such submission is proposed to be solely responsible formade, at its own expense and shall reasonably consider any of Amgen’s timely comments thereon. Additionally, Nuvelo shall instruct such outside counsel to provide Amgen with a copy of each submission made to and document received from a patent authority regarding any Amgen Patent Rights reasonably promptly after making such filing or receiving such document. If Nuvelo determines in its sole discretiondiscretion to not file, prosecuting and maintaining the Licensed US Patent Rights. Licensor has no obligation to XXXX to prosecute prosecute, defend or maintain any claim or patent application or patent within Amgen Patent Rights in any country, then Nuvelo shall provide Amgen with thirty (30) days prior written notice of such patents determination to provide Amgen with the right and opportunity to file, prosecute and maintain such claim or patent applicationsapplication or patent at Amgen’s sole cost and expense. [ * ] Certain confidential information contained in this document, except that Licensor shall use reasonable commercial efforts marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to maintain Rule 24b-2 of the Licensed US Patents through December 31Securities and Exchange Act of 1934, 2012as amended. (b) Licensor At its own cost and expense, Nuvelo will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of Joint Patent Rights before all patent authorities in the Territory. Amgen shall have the initial right to review and comment on such filing, prosecution and defense of the Joint Patent Rights by Nuvelo and if such outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any such Joint Patent Rights, then Nuvelo shall not take such specific action(s) without the prior express written consent of Amgen and, if Amgen shall not have given its consent to such action, Nuvelo shall propose an alternative strategy for Amgen’s consideration. To that end, Nuvelo shall instruct such outside counsel to furnish Amgen with a reasonably complete draft of each potential submission to a patent authority regarding Joint Patent Rights no later than twenty (but 20) days (or if given less than twenty (20) days to respond as soon as practicable) prior to the date such submission is proposed to be made, and shall reasonably consider any of Amgen’s timely comments thereon. Additionally, Nuvelo shall instruct such outside counsel to provide Amgen with a copy of each submission made to and document received from a patent authority regarding any Joint Patent Rights reasonably promptly after making such filing or receiving such document. If Nuvelo determines in its sole discretion to not file, prosecute, defend or maintain or any claim or patent application or patent within Joint Patent Rights in any country, then Nuvelo shall provide Amgen with thirty (30) days prior written notice of such determination to provide Amgen with the obligation) right and opportunity to prosecute file, prosecute, defend and maintain any such claim or patent application or patent on behalf of both Parties (at Amgen’s sole cost and all Licensed Foreign Counterparts. XXXX shall reimburse Licensor, within 30 days of the date of Licensor’s invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of prosecuting and maintaining (after the Effective Date) Licensed Foreign Counterparts under this subsection (bexpense). Licensor has no obligation to XXXX to prosecute or maintain the Licensed Foreign Counterparts, but shall, in a timely manner, keep XXXX apprised of what Licensor is doing (and not doing) in regard to prosecuting and maintaining the Licensed Foreign Counterparts. (c) If Licensor has notAmgen and Nuvelo shall each provide to the other any invention disclosures submitted to its respective outside or in-house patent counsel in the normal course of its business which disclose an invention within Amgen Know-How and Joint Know-How, by the 60th day before the deadline date for taking a relevant Licensed Foreign Counterpart prosecution or maintenance action, taken such relevant Licensed Foreign Counterpart prosecution or maintenance action, then within such 60 days XXXX respectively. Amgen and Nuvelo shall have the right (but not the obligation) to give written notice to Licensor that XXXX is taking over the prosecution cooperate with each other and maintenance of such Licensed Foreign Counterpart and thereupon and thereafter XXXX shall have the sole right (but not the obligation) to prosecute and maintain such Licensed Foreign Counterpart. BR shall reimburse XXXX, within 30 days of the date of XXXX’x invoice setting forth such costs and expenses, for 50% of the documented out-of-pocket costs and expenses of render all reasonable assistance in prosecuting and maintaining Licensed Foreign Counterparts all intellectual property licensed under this subsection License Agreement. Amgen and Nuvelo shall cooperate with each other in any such matters, and shall sign any necessary legal papers and provide the Party responsible for such prosecution with data or other information in support thereof (cand use their best efforts to ensure the cooperation of any of their respective personnel and, in the case of Nuvelo, it’s Affiliates and licensee(s) as might reasonably be requested). If XXXX takes over the prosecution and maintenance of a Licensed Foreign Counterpart under this subsection (c), Licensor shall have no further right to prosecute and maintain such Licensed Foreign Counterpart. (d) Licensor Nuvelo shall within 30 days be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of the date of XXXX’x invoice setting forth Product Trademarks before all trademark authorities in the Territory. For the Product Trademarks solely or jointly owned by Amgen, Amgen shall have the right to review and comment on such costs filing, prosecution and expenses reimburse XXXX for 50% defense of the documented out-of-pocket costs Product Trademarks by Nuvelo and expenses incurred if such outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any such Product Trademarks, then Nuvelo shall not take such specific action(s) without the prior express written consent of Amgen, and Nuvelo shall propose an alternative strategy for Amgen’s consideration. To that end, Nuvelo shall instruct such outside counsel to furnish Amgen with a reasonably complete draft of each submission to a trademark authority regarding the Product Trademarks no later than twenty (20) days prior to the date such submission is proposed to be made, or if given less than twenty (20) days to respond as soon as practicable, and Nuvelo will consider any of Amgen’s reasonably timely comments thereon. Additionally, Nuvelo shall instruct such outside counsel to provide Amgen with a copy of each submission made to or document received from a Amgen Contract #200200784 10 trademark authority regarding any Product Trademarks reasonably promptly after July 1, 2012 but before the Effective Date for making such filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/025290or receiving of such document. If XXXX has accrued but Nuvelo determines in its sole discretion to not paid such out-of-pocket costs and expenses incurred after July 1file, 2012 but before the Effective Dateprosecute, defend or maintain a Product Trademark in any country, then Licensor Nuvelo shall pay them, subject to later reimbursement provide Amgen with thirty (within 30 30) days of the date of Licensor’s invoice setting forth such costs and expenses) from XXXX for 50% prior written notice of such out-of-pocket costs determination and expenses as contemplated by subsection (b)shall provide Amgen with the right and opportunity to file, prosecute, defend and maintain such Product Trademark on behalf of Nuvelo. (e) Licensor shall within 30 days of the date of XXXX’x invoice setting forth such costs and expenses reimburse XXXX for 100% of the documented out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date for filing national stage applications (as directed by Licensor) with respect to PCT Patent Application Number US2011/024231. If XXXX has accrued but not paid such out-of-pocket costs and expenses incurred after July 1, 2012 but before the Effective Date, then Licensor shall pay them.