definiens: as that phrase is defined in Public Law 108 - 53 ( the ) . In the event that either Party to this Agreement intends to overcome a rejection of a clai med invention within the [COMPANY] Background IP, the Foreground IP, [COMPANY] Improvement IP and/or Joint IP p ursuant to the provisions of the Create Act, such P arty shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome . To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within [COMPANY] Background IP, the Foreground IP, [COMPANY] Improvement IP and/or J oint IP pursuant to the provisions of the Create Act, th e filing of a terminal disclaimer is required or ad visable, the Parties shall first agree on terms and conditions u nder which the patent application subject to such t erminal disclaimer and the patent or application over which such application is disclaimed shall be jointly en forced, to the extent that the Parties have not previously agreed to such terms and conditions . To the extent that th is Section 9.2.4 applies to Licensed Intellectual Property, any obli gation under this Section will be subject to any Th ird Party agreements entered into with [COMPANY] prior to th e Effective Date relating to the prosecution or mai ntenance of such Licensed Intellectual Property and any co - o peration or consultation by [COMPANY] under this S ection 9.2.4 shall be subject to such Third Party agreemen ts . To the extent that this Section 9.2.4 applies t o [COMPANY] Background IP ( excluding Licensed Intellectual Prop erty ), any obligation under this Section will be su bject to any Third Party agreements entered into with [COMPANY] prior to or after the Effective Date relating to t he prosecution or maintenance of such [COMPANY] Background IP and any co - operation or consultation by [COMPANY] und er this Section 9.2.4 shall be subject to such Third P arty agreements . In the event that [COMPANY], Roche or th eir Sublicensee intends to enter into an agreement with a Third Party with respect to the further research, development or commercialization of a Licensed Product and such agreement is a as that phrase is defined in the Create Act, the Parties shall in goo d faith discuss whether [COMPANY] shall similarly enter into such agreement with such Third Party purely for the purposes of agreeing similar consultation rights i n relation to any rejection under the Create Act as contained und er this Section 9.2.4