definiens: and the like mean with regard to a particular Pate nt Right as thepreparation, filing, prosecution and maintenance, i ncluding any re - issues or re - examinations, interferences, opposition proceedings, revocation a ctions or the like, with respect such PatentRight ; ( ii ) As between the Parties, [COMPANY] shall be prim arily responsible for Prosecution of Patent Rightswithin Other Collaboration IP and Xenon Background IP and for instructing Outside PatentCounsel with respect to such Prosecution . The Outsi de Patent Counsel shall be instructed toconduct such Prosecution in a manner consistent wit h the Parties ’ mutual goal of Prosecuting allPatent Rights within Other Collaboration IP and Xen on Background IP that have commercialvalue, and consistent with [COMPANY] ’s customary pr actices when Prosecuting its own PatentRights ; [ † ] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUESTFOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH TH E COMMISSION 39 ( iii ) Filing of Applications . Should a Party wish to file a patent application covering any OtherCollaboration IP or Xenon Background IP, it shall i nform the other Party . With respect to any suchpatent application, [COMPANY] shall engage Outside Patent Counsel to Prosecute such patentapplication and shall instruct such Outside Patent Counsel to provide to each Party a copy of anysuch patent application for review and comment by t he Parties and such Outside Patent Counselshall be instructed to reasonably consider the comm ents of all Parties with respect hereto ; ( iv ) Review and Comment . The Outside Patent Counsel shall also be instruct ed to ( a ) keep theParties informed as to the Prosecution of all Paten t Rights relating to Other Collaboration IP andXenon Background IP ( including those matters involv ing which countries to initiate or continueprosecution ( including validation ) of all such Pate nt Rights, the question of scope of, the issuanceof, the rejection of, and interference involving, o r an opposition to any such Patent Rights ), suchthat the Parties each have sufficient time to revie w and comment upon any documents intendedfor submission to any patent office ; ( b ) promptly f urnish to each Party a copy of any documentsrelevant to such Prosecution, including copies of c orrespondence with or from any patent office, foreign associates, and outside counsel ; and ( c ) re asonably consider the comments / instructionsof all Parties provided to Outside Patent Counsel r especting such Prosecution, subject toSection 10.4(a)(vii ) ; ( v ) Cooperation . Generally, the Parties shall cooperate and with a nd assist each other in theProsecution of a Patent Right within Other Collabor ation IP and Xenon Background IP, including(a ) consulting with the other Party after receiving any substantial action or development in theprosecution of any such Patent Rights . ( b ) making s cientists and scientific records reasonablyavailable, and ( c ) making each Party ’s employees, a gents, and consultants reasonably availableto the other Party ( or to its authorized attorneys, agents representatives, or Outside PatentCounsel ), to the extent reasonably necessary to ena ble matters related to the Prosecution of aPatent Right within Other Collaboration IP and Xeno n Background IP ; [ † ] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUESTFOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH TH E COMMISSION 40 ( vi ) Except as provided in Section 10.4(b ), Genentec h shall bear the cost of all matters pertaining toProsecution of Patent Rights within Other Collabora tion IP and Xenon Background IP ; ( vii ) If Xenon and [COMPANY] can not reach agreement on a decision relating to the Prosecution ofPatent Rights Covering within such Other Collaborat ion IP and Xenon Background IP ( exceptXenon ’s Patent Rights Covering [ † ] ), then [COMPANY] shall have final authority to make suchdecision, provided that, such decision shall at all times be consistent with [COMPANY] ’s customarypractices when Prosecuting its own Patent Rights ; ( viii ) The Parties shall cooperate in obtaining pate nt term restoration, supplemental protectioncertificates or their equivalents, and patent term extensions with respect to Patent Rights withinthe Other Collaboration IP and Xenon Background IP in any country and/or region whereapplicable ; and ( ix ) Reports . On an annual basis throughout the Term, within th irty ( 30 ) days following a writtenrequest by Xenon, [COMPANY] shall deliver a report to Xenon, in a form and containing informationsubstantially similar to that contained in Schedule C attached hereto, that provides an update andof all Patent Rights within Collaboration IP ( inclu ding [COMPANY] Collaboration IP ) and XenonBackground IP that are then in the course of Prosec ution