Common use of Right to Prosecute and Maintain Clause in Contracts

Right to Prosecute and Maintain. The Purchaser shall have the sole right and option to file and prosecute any patent applications, to maintain any patents included in the Licensed Patent Rights or the Product Intellectual Property and to make any regulatory filings applicable to any Products, including without limitation preparation of NDA filings. The Purchaser shall provide the Company with copies of such filings or applications promptly. Notwithstanding the foregoing, with respect to the filing or prosecution of patent applications that do not include claims that specifically cover the Product, the Company shall have the right and obligation to file and prosecute any patent applications and to maintain any existing patents included in the Licensed Patent Rights or the Product Intellectual Property, provided, however, that in the event that the Company fails to use commercially reasonable efforts to do so, the Purchaser shall be entitled to deliver notice of such failure to the Company and the Purchaser shall have the right to itself perform such filings or prosecution in accordance with the terms hereof. In its filing and prosecution of such patents, the Company shall: (i) only engage advisors and counsel reasonably acceptable to the Purchaser; (ii) provide all draft patent applications to the Purchaser sufficiently in advance of filing for the Purchaser to have a reasonable opportunity to comment thereon and shall give effect to all reasonable comments of Purchaser in the application filed; (iii) promptly furnish the Purchaser with copies of all substantive communications between the Company and applicable patent offices relating to such patent applications, and give effect to all reasonable comments or advice of the Purchaser when framing responses and submissions to such patent offices; and (iv) keep the Purchaser advised of the status of actual and prospective patent filings arising out of such patents.

Right to Prosecute and Maintain. The Purchaser shall have the sole right and option to file and prosecute any patent applications, applications and to maintain any patents included in the Licensed Patent Rights or the Product Intellectual Property and to make any regulatory filings applicable to any Products, including without limitation preparation of NDA filingsProperty. The Purchaser shall provide the Company with copies of such filings or applications promptly. Notwithstanding the foregoing, the Purchaser shall cooperate with the Company to coordinate any patent applications or regulatory filings applicable to the Products, including soliciting the Company’s input and advice with respect to the filing or prosecution of patent applications that do not include claims that specifically cover Company’s existing licenses outside the Product, the Company shall have the right and obligation to file and prosecute any patent applications and to maintain any existing patents included in the Licensed Patent Rights or the Product Intellectual PropertyTerritory, provided, however, that in the event that the Company fails to use commercially reasonable efforts to do so, the Purchaser shall be entitled retain sole discretion in such patent applications and regulatory filings. The Purchaser shall, with respect to deliver notice of such failure to the Company and the Purchaser shall have the right to itself perform such filings or prosecution in accordance with the terms hereof. In its filing and prosecution of such patentsthose Licensed Patent Rights that constitute patent applications, the Company shall: (i) only engage advisors and counsel reasonably acceptable to the Purchaser; (ii) provide all draft patent applications to the Purchaser Company sufficiently in advance of filing for the Purchaser Company to have a reasonable opportunity to comment thereon and shall give effect to all reasonable take such comments of Purchaser into consideration in the application filed; (iiiii) promptly furnish the Purchaser Company with copies of all substantive communications between the Company Purchaser and applicable patent offices relating to such patent applications, and give effect to all reasonable take the Company’s comments or advice of the Purchaser and suggestions into consideration when framing responses and submissions to such patent offices; and (iviii) keep the Purchaser Company advised of the status of actual and prospective patent filings arising out included in the Licensed Patent Rights. The Purchaser shall give the Company the opportunity to provide comments upon and make requests of the Purchaser concerning the preparation, filing, prosecution, protection and maintenance of those Licensed Patent Rights constituting patent applications, and shall consider such patentscomments and requests in good faith; provided, however, that final decision-making authority shall vest in the Purchaser.

Right to Prosecute and Maintain. The Purchaser shall have the sole right and option to file and prosecute any patent applications, applications and to maintain any patents included in the Licensed Patent Rights or the Product Intellectual Property and to make any regulatory filings applicable to any Products, including without limitation preparation of NDA filingsProperty. The Purchaser shall provide the Company with copies of such filings or applications promptly. Notwithstanding the foregoing, the Purchaser shall cooperate with the Company to coordinate any patent applications or regulatory filings applicable to the Products, including soliciting the Company’s input and advice with respect to the filing or prosecution of patent applications that do not include claims that specifically cover Company’s existing licenses outside the Product, the Company shall have the right and obligation to file and prosecute any patent applications and to maintain any existing patents included in the Licensed Patent Rights or the Product Intellectual PropertyTerritory, provided, however, that in the event that the Company fails to use commercially reasonable efforts to do so, the Purchaser shall be entitled retain sole discretion in such patent applications and regulatory filings. The Purchaser shall, with respect to deliver notice of such failure to the Company and the Purchaser shall have the right to itself perform such filings or prosecution in accordance with the terms hereof. In its filing and prosecution of such patentsthose Licensed Patent Rights that constitute patent applications, the Company shall: (i) only engage advisors and counsel reasonably acceptable to the Purchaser; (ii) provide all draft patent applications to the Purchaser Company sufficiently in advance of filing for the Purchaser Company to have a reasonable opportunity to comment thereon and shall give effect to all reasonable take such comments of Purchaser into consideration in the application filed; (iiiii) promptly furnish the Purchaser Company with copies of all substantive communications between the Company Purchaser and applicable patent offices relating to such patent applications, and give effect to all reasonable take the Company’s comments or advice of the Purchaser and suggestions into consideration when framing responses and submissions to such patent offices; and (iviii) keep the Purchaser Company advised of the status of actual and prospective patent filings arising out included in the Licensed Patent Rights. The Purchaser shall give the Company the opportunity to provide comments upon and make requests of the Purchaser concerning the preparation, filing, prosecution, protection and maintenance of *CONFIDENTIAL TREATMENT REQUESTED those Licensed Patent Rights constituting patent applications, and shall consider such patentscomments and requests in good faith; provided, however, that final decision-making authority shall vest in the Purchaser.