Common use of Responsibility & Coordination Clause in Contracts

Responsibility & Coordination. In its discretion, ▇▇▇▇ shall control the preparation, prosecution, defense and maintenance of the Patent Rights using counsel of its choosing. So long as Licensee is not in default of Section 6.1, ▇▇▇▇ shall instruct such patent counsel to provide copies of all material documents it receives from or submits to patent offices regarding the Patent Rights in the Field of Use and Territory, keep Licensee fully informed of all steps with regard to the preparation, filing, prosecution, and maintenance of the Patent Rights, and provide Licensee drafts of any filings or responses to be made to patent office’s sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Licensee to review and comment thereon, and ▇▇▇▇ shall reasonably consider Licensee’s comments in good faith, with respect to such drafts and with respect to strategies for filing and prosecuting the Patent Rights, when timely provided. ▇▇▇▇ shall pay under large entity designation unless the Licensee and each of its Sublicensees are entitled to claim small entity designation with the USPTO and Licensee has provided ▇▇▇▇ written notice thereof. Licensee shall promptly notify ▇▇▇▇ upon loss of entitlement to small entity designation and, without limitation, pay all costs and expenses associated therewith. ▇▇▇▇ shall promptly inform Licensee of any adversarial patent office proceeding or ▇▇▇ sponte filing, including a request for, or filing or declaration of, any interference, opposition, or reexamination relating to the Patent Rights and ▇▇▇▇ shall consider in good faith all comments, requests, and suggestions provided by Licensee. In the event that ▇▇▇▇ decides not to prepare, file, prosecute, or maintain the Patent Rights during the Term, (a) ▇▇▇▇ shall provide reasonable prior written notice to Licensee of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patent Rights), (b) Licensee shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Patent Rights at its sole cost and expense.

Responsibility & Coordination. In its discretion, OSIF shall control th▇ ▇▇▇▇ shall control the preparationeparation, prosecution, defense and maintenance of the Patent Rights using counsel of its choosing. So long as Licensee is not in default of Section 6.1, ▇OSIF shall instruct s▇▇▇ shall instruct such patent counsel to provide copies of all material documents it receives from or submits to patent offices regarding the Patent Rights in the Field of Use and Territory, keep Licensee fully informed of all steps with regard to the preparation, filing, prosecution, and maintenance of the Patent Rights, and provide Licensee drafts of any filings or responses to be made to patent office’s sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Licensee to review and comment thereon, and OSIF sha▇▇ ▇▇▇▇ shall reasonably consider ▇onably ▇▇▇sider Licensee’s comments in good faith, with respect to such drafts and with respect to strategies for filing and prosecuting the Patent Rights, when timely provided. OSIF shall pay under ▇▇▇▇ shall pay under large ▇e entity designation unless the Licensee and each of its Sublicensees are entitled to claim small entity designation with the USPTO and Licensee has provided OSIF written notice t▇▇▇▇ written notice thereof▇of. Licensee shall promptly notify OSIF upon loss of ent▇▇▇▇ upon loss of entitlement ▇ment to small entity designation and, without limitation, pay all costs and expenses associated therewith. OSIF shall promptly i▇▇▇▇ shall promptly inform ▇m Licensee of any adversarial patent office proceeding or ▇▇▇ sue sponte filing, including a request for, or filing or declaration of, any interference, opposition, or reexamination relating to the Patent Rights and OSIF shall consider i▇ ▇▇▇▇ shall consider in good od faith all comments, requests, and suggestions provided by Licensee. In the event that OSIF decides not to p▇▇▇▇ decides not to prepare▇re, file, prosecute, or maintain the Patent Rights during the Term, (a) OSIF shall provide re▇▇▇▇ shall provide reasonable ▇able prior written notice to Licensee of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patent Rights), (b) Licensee shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Patent Rights at its sole cost and expense.