Common use of Ambit Licensed Patents Clause in Contracts

Ambit Licensed Patents. Subject to the remainder of this Section 8.3, Astellas shall, at its cost and expense (except as otherwise provided below), either itself or through the use of outside counsel selected by Astellas and reasonably acceptable to Ambit, direct and control the Prosecution of all Ambit Licensed Patents, in collaboration and consultation with Ambit as provided below. If Ambit exercises the Co-Promotion Option as to a particular Product, then with respect to any Ambit Licensed Patents in the United States that claim such Co-Promoted Product or a method of use or manufacture of such Co-Promoted Product, the Parties shall after such election share equally the costs and expenses of Astellas’s Prosecution of such Ambit Licensed Patents in the U.S., by such costs and expenses being treated as Allowed Expenses. In addition, any such Ambit Licensed Patents that are treated as Allowed Expenses shall be deemed “Shared Cost Patents” for purposes of Section 8.3.5.