Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counsel.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating 5.1.1 Licensor Patent Rights will be held in the name of Licensor and obtained with counsel selected by Licensor and reasonably acceptable to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly Licensee (such Patents, the “Lilly PatentsPatent Counsel”). The intellectual property subcommittee of the JSC Licensor shall have sole decision-making authority for control all actions relating and decisions with respect to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, prosecution and maintenance of Xxxxxxxxx PatentsLicensor Patent Rights and will incorporate any reasonable comments or suggestions by Licensee with respect thereto; provided that, Licensor shall not file a continuation-in-part with respect to any Licensor Patent Right without Licensee’s prior written consent. Lilly Subject to the foregoing, Licensor shall establish an overall have the right to make all final decisions as to the prosecution strategy for all Licensor Patent Rights; provided Licensee shall be consulted in a timely fashion with respect to the prosecution strategy of the Licensor Patent Rights. Licensor will cause Patent Counsel to provide to Licensee for Licensee’s review and comment (in the case of any filing or submission, prior to any filing or submission), copies of all correspondence related to Licensor Patent Rights (including all copies of patent applications, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application) and to confer with Licensee in regards to the preparation, filing, prosecution and maintenance of Licensor Patent Rights. In the event Licensor elects to forego or abandon filing, prosecution or maintenance of any of the Licensor Patent Rights, Licensor will notify Licensee of such election at least [***] prior to any act of abandonment and any filing or payment due date, or any other due date that requires action (“Election Notice”). Upon receipt of an Election Notice, Licensee will be entitled, upon written notice to Licensor, to require the continued prosecution or maintenance of such Licensor Patent Right in such country and Licensor shall comply with such requirement, provided that Licensor still desires to forego or abandon such Licensor Patent Rights. In such event, Licensee shall provide written instructions to Licensor as to the filing, prosecution and maintenance of Lilly Patentssuch Licensor Patent Rights and Licensor shall incorporate in any submission or filing in connection therewith any instructions provided by Licensee. The intellectual property subcommittee shall establish an overall strategy for Notwithstanding the filingforegoing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be if Licensee fails to provide patent exclusivity for written instructions to Licensor, Licensor may forgo and abandon such Licensor Patent Rights to the Products extent Licensor has provided at least [***] to provide such instructions. Without limiting the foregoing, Licensor shall file, prosecute and uses thereof maintain the Licensor Patent Rights in the Territory. Xxxxxxxxx shall keep the JSC list of countries and Lilly informed of the status of all actions taken in the Territory with respect territories identified on Schedule 5.1.1, unless otherwise instructed by Licensee or Licensee elects to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow cease paying Patent Costs for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission country or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselterritory.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under During the term of this Agreement; provided that Lilly ,. VaxGen shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy responsible for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly all Licensed Patent Rights at its sole cost and expense; provided, however, that Celltrion shall establish an overall strategy for reimburse all reasonable costs and expenses incurred by VaxGen in relation to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy in Korea made for the benefit of Celltrion hereunder within 30 days of receipt of an invoice from VaxGen setting forth such costs and expenses. VaxGen shall keep Celltrion informed of the status of filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products Licensed Patent Rights in Korea, by: (i) updating Celltrion on a regular basis (and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of any event not less frequently than annually) regarding the status of all actions taken the patent applications and patents within the Licensed Patent Rights by providing Celltrion with a then-current version of Exhibit A to this Agreement and reviewing it with Celltrion as reasonably requested; and (ii) notifying Celltrion of any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights in the Territory Korea.. VaxGen shall determine in its sole discretion whether or not to file, perfect, prosecute, maintain or take or not take any other action with respect to Xxxxxxxxx Patentsany patent application or patent within the Licensed Patent Rights generally or in Korea (including, without limitation, any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights). Lilly However, if VaxGen desires to take (or not take) any such action in or for the benefit of Korea but Celltrion is not prepared to reimburse VaxGen therefor as required hereunder, in such case VaxGen shall keep be free to take (or not take) such action at its sole cost and expense and, on notice from VaxGen to Celltrion, the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory rights licensed to Celltrion under this Agreement with respect to Lilly Patents. The intellectual property subcommittee of such patent application or patent shall return to VaxGen and thereafter be excluded from the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselLicensed Patent Rights.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating Subject to Xxxxxxxxx Patents the other terms and Patents invented pursuant to activities conducted under conditions of this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Amended Agreement (such Patents, including the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicableremainder of this Section 6.2), patent during the term extensionof this Amended Agreement, abandonment, maintenance and enforcement, all of which will Genentech shall be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy responsible for the filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy all Licensed Patent Rights, in consultation with VaxGen, and VaxGen agrees to reimburse all reasonable costs and expenses incurred by Genentech for the benefit of VaxGen hereunder within 30 days of receipt of an invoice from Genentech setting forth such costs and expenses, including a reasonable apportionment of such costs and expenses for patent applications and patents within the Licensed Patent Rights that contain claims outside of or overlapping with the scope of rights licensed to VaxGen under this Amended Agreement (hereinafter, "Broad Claims"). Genentech shall keep VaxGen informed of the status of filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof Licensed Patent Rights in each country in the Territory. Xxxxxxxxx shall keep the JSC , by: (i) providing VaxGen with a copy of each patent application filed by Genentech hereunder promptly after filing; (ii) for each patent application and Lilly informed patent hereunder that contains Broad Claims, providing VaxGen with Genentech's reasonable apportionment of out-of-pocket costs and expenses to date and on a going-forward basis therefore, which VaxGen may review with Genentech as reasonably requested; (iii) updating VaxGen on a regular basis (and in any event not less frequently than annually) regarding the status of all actions taken the patent applications and patents within the Licensed Patent Rights by providing VaxGen with a then-current version of Exhibit A to this Amended Agreement and reviewing it with VaxGen as reasonably requested; and (iv) notifying VaxGen of any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights. Genentech shall determine in the Territory its sole discretion. but with consultation with VaxGen as provided herein, whether or not to file, perfect, prosecute, maintain or take or not take any other action with respect to Xxxxxxxxx Patents. Lilly shall keep any patent application or patent within the JSC and Xxxxxxxxx informed of the status of all actions taken Licensed Patent Rights generally or in a particular country or territory within the Territory (including, without limitation, any interference, opposition, re-examination request, nullity proceeding, appeal or other inter-party action or reissuance proceeding involving the Licensed Patent Rights). However, if Genentech desires to take (or not take) any such action but VaxGen is not prepared to reimburse Genentech therefor as required hereunder, in such case Genentech shall be free to take (or not take) such action at its sole cost and expense and, on notice from Genentech to VaxGen, the rights licensed to VaxGen under this Amended Agreement, with respect to Lilly Patentssuch patent application or patent shall return to Genentech and thereafter be excluded from the Licensed Patent Rights; provided, however, that VaxGen shall be entitled to relicense such rights later on terms to be agreed upon by the Parties. The intellectual property subcommittee of the JSC foregoing shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken not preclude Genentech from licensing such rights to a third party in the Territory interim; provided, however, that Genentech shall notify VaxGen if Genentech is interested in licensing such rights and VaxGen shall have a right of first negotiation with respect to Jointly Owned Patentssuch rights for thirty (30) days from such notice from Genentech. In particularFurthermore, if Genentech in its sole discretion elects not to file, perfect, prosecute, maintain or take any other action with respect to any patent application or patent within the informing entity Licensed Patent Rights generally or in a particular country or territory within the Territory (including, without limitation, any interference, opposition, reexamination request, nullity proceeding, appeal or other inter-party action or reissuance proceeding involving the Licensed Patent Rights), VaxGen may elect to take such action at its own expense. Genentech shall (a) regularly provide reasonable assistance to VaxGen and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patentsexecute such necessary documents as VaxGen may request in connection therewith, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselat VaxGen's expense.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx Sucampo and its Affiliates, acting through patent counsel of its choice, and in reasonable consultation with Takeda solely during the Term, shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy responsible for the preparation, filing, prosecution and maintenance of Xxxxxxxxx Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for Sucampo Patent Rights in the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof applicable country in the Territory. Xxxxxxxxx During the Term, Sucampo shall keep diligently prosecute all filed patent applications included in the JSC Sucampo Patent Rights and Lilly informed maintain all issued patents included in the Sucampo Patent Rights, except as otherwise set forth below. During the Term, Sucampo shall use Commercially Reasonable Efforts to notify Takeda within thirty (30) days in the event (however not later than ninety (90) days before any relevant patent deadline date for filing documents, paying fees or any required action) that Sucampo or its Affiliates decide not to prepare, file, prosecute and/or maintain any of the status of all actions taken Sucampo Patent Rights in the Field in any country in the Territory with respect and, upon the receipt of such notice, Takeda shall then have the right and option to Xxxxxxxxx Patentsdo so in such country at its own expense, except for the Sucampo Patent Rights mentioned in EXHIBIT N, for which Sucampo shall solely bear all fees and costs Takeda has paid to prosecute and maintain such Sucampo Patent Rights. Lilly Any Sucampo Patent Right for which Takeda assumes the responsibility to prepare, file, prosecute and/or maintain pursuant to this Section 11.2 shall keep the JSC and Xxxxxxxxx informed remain part of the status of all actions taken Sucampo Patent Rights and shall be solely and exclusively owned by Sucampo and Sucampo shall grant to Takeda a non-exclusive, royalty free, perpetual license for any such Sucampo Patent Right outside the Field. In the event Takeda has made the final decision to not Commercialize in the Territory with respect to Lilly Patents. The intellectual property subcommittee a country of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particularTerritory, the informing entity Parties shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration discuss in good faith by whether Sucampo shall be further obliged to prosecute and maintain the informing entity and its patent counselSucampo Patent Rights in such country of the Territory.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx During the Term with respect to any Patent Rights arising hereunder: Access shall have sole decision-making authority for all actions relating to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, bear the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for cost associated with the filing, prosecution prosecution, issuance and maintenance of Xxxxxxxxx Patentsall Program Patent Rights relating to Nutrigenomics Consumables and Dermagenomics Consumables and shall control prosecution of all such Program Patent Rights, including, but not limited to, having the right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the patent applications will be filed. Lilly IG shall establish an overall strategy for bear the cost associated with the filing, prosecution prosecution, issuance and maintenance of Lilly Patentsall Program Patent Rights relating to Nutrigenomics Tests and Dermagenomics Tests and shall control prosecution of all such Program Patent Rights, including, but not limited to, having the right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the patent applications will be filed. The intellectual property subcommittee Parties shall establish an overall strategy for jointly bear the cost associated with the filing, prosecution prosecution, issuance and maintenance of Jointly Owned Patentsall Program Patent Rights relating to [ * ] Tests and shall jointly control prosecution of all such Program Patent Rights, including, but not limited to, having the right to choose the patent attorney(s) or agent(s) who will prosecute the applications, having the right to inspect, review and provide substantive comments to all correspondence with any patent office or patent agent, and having the right to select the countries in which or treaties under which the patent applications will be filed. The primary objective In the event that the parties cannot agree on the filing and/or maintenance of Program Patent Rights hereunder, then each party shall have the right to proceed at its own costs with such filing and/or maintenance. If one party proceeds in filing CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. and/or maintaining Program Patent Rights hereunder, then the other party agrees to assign or otherwise take any action necessary to assist the cost-bearing party in achieving the filing or maintenance of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. Xxxxxxxxx shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselProgram Patent Rights.

Patent Filing Prosecution and Maintenance. Xxxxxxxxx shall have sole decision-making authority for all actions relating Pursuant to Xxxxxxxxx Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee Section 3.2 of the JSC Einstein Agreement, Licensor shall have sole decision-making authority for all actions relating to Patents jointly owned by Xxxxxxxxx and Xxxxx pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at Xxxxxxxxx’x sole expense. Xxxxxxxxx shall establish an overall strategy for the filing, control national phase prosecution and maintenance of Xxxxxxxxx Patentspatent application number PCT/US2018/017524 filed February 9, 2018 and any divisionals, continuations, and continuations-in-part of said patent in all jurisdictions and covering all disclosed subject matter, including but not limited to subject matter within the Field. Lilly Regarding any other patent or patent application that might become a Licensed Patent Right—and subject to the other terms of this Section 6.1—Licensee shall establish an overall strategy be responsible for the controlling, preparing, filing, prosecuting, obtaining and maintaining, at its sole cost, expense and discretion, all Licensed Patent Rights (including, without limitation, the composition of matter patents and applications covering the composition of matter of the Licensed Product), in the Territory after the Effective Date, using patent counsel reasonably acceptable to Licensor. Licensor shall be responsible and shall pay for all such costs incurred, or amounts due and outstanding prior to the Effective Date. In connection with the foregoing, Licensee shall (i) keep Licensor reasonably informed of the course of the prosecution and maintenance of Lilly PatentsLicensed Patent Rights and (ii) reasonably consider Licensor’s comments regarding such matters, and (iii) reasonably endeavor to undertake all suggestions by Licensor that are not unreasonable. The intellectual property subcommittee Until expiration of Licensee’s Expansion Rights with respect to a particular Indication, Licensor shall establish an overall strategy for keep Licensee reasonably informed of the filing, course of the prosecution and maintenance of Jointly Owned Patentspatents and patent applications now or hereafter owned or Controlled by Licensor relating to any Licensed Product outside the Field and shall reasonably consider Licensee’s comments, and in the event that Licensee does not obtain a license for Licensed Products outside the Field, shall thereafter keep Licensee reasonably informed with respect to such patents and patent applications, other than those having applicability solely outside the Field as to which Licensee has previously elected not to obtain a license. The primary objective Similarly, for any patents and patent applications related to any Licensed Product now or hereafter owned or Controlled by Licensor outside of the Territory, Licensor shall keep Licensee reasonably informed of the course of the prosecution and maintenance of such strategy patents and patent applications and shall be reasonably consider Licensee’s comments. Licensor shall have responsibility for patent costs for patents that are primarily related to provide patent exclusivity for Licensed Products outside the Products Field (including related formulation patents) and uses thereof in outside of the Territory. Xxxxxxxxx shall keep In the JSC and Lilly informed event that Licensee obtains an option or license for Licensed Products that are outside the Field or outside of the status of all actions taken in the Territory with respect to Xxxxxxxxx Patents. Lilly shall keep the JSC and Xxxxxxxxx informed as of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep Xxxxxxxxx and Xxxxx informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particularEffective Date, the informing entity shall (a) regularly Parties will agree upon appropriate treatment of and promptly provide responsibility for patent costs for such patents at the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning Xxxxxxxxx Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission Field or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselTerritory expansion.