Common use of Sole Inventions and Joint Inventions Clause in Contracts

Sole Inventions and Joint Inventions. The Parties shall work in good faith to establish the patent strategy for all Joint Inventions. The Parties shall (a) exchange (i) drafts of any new patent application that covers any Joint Invention prior to filing that application, allowing adequate time for review and comment by the other Party if possible, and each Party shall take into account any reasonable comments or consideration of the other Party; provided, however, the drafting Party shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering any Joint Invention and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices and (b) with respect to any Joint Patents, shall use Diligent Efforts to cooperate and work together in good faith to file, prosecute, and maintain Joint- Patents in a manner reasonably consistent with the Development and Commercialization of Licensed Products under this Agreement. If at any time either Party decides not to file, prosecute, or maintain any Joint Patent, such Party (the “Abandoning Party”) shall give the other Party reasonable notice of same (such notice to be provided reasonably in advance of any statutory, response, maintenance fee, or similar deadlines) and after receipt of such notice, the other Party may, upon written election to the Abandoning Party, file, prosecute, or maintain such Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Patents. A Party assuming control of Joint Patents shall continue to keep the Abandoning Party reasonably informed with respect to the status of such Patents and their prosecution.