definiens: as that phrase is defined in Public Law 108 - 53 ( t he ) . In the event that either Party to this Agreement intends to overcome a rejection of a claimed invention within the [COMPANY] Background IP, [COMPANY] Foreground IP and/or [COMPANY] Background 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 ove rcome a rejection of a claimed invention within [COMPANY] Background IP, the [COMPANY] Foreground IP and/or [COMPANY] Background IP pursuant to the provisions of the Cre ate Act, the filing of a terminal · disclaimer is required or advisable, the Parties shall first agree on terms a nd conditions under which the patent application su bject to such terminal disclaimer and the patent or application o ver which such application is disclaimed shall be j ointly enforced, to the extent that the Parties have not p reviously agreed to such terms and conditions . To t he extent that this Section 8.2.3 applies to [COMPANY] Background IP or the [COMPANY] Foreground IP, any obligation under this Section will be subject to any Third Party agr eements entered into with [COMPANY] prior to or af ter the Effective Date relating to the prosecution or maint enance of such [COMPANY] Background IP or the Immu nocore Foreground IP and any co - operation or consultation by [COMPANY] under this Section 8.2.3 shall be sub ject to such Third Party agreements . In the event that Immu nocore intends to enter into an agreement with a Th ird Party with respect to the further research, development o r commercialisation of an [COMPANY] Product and su ch agreement is a as that phrase is defined in the Create Act, the Parties shall in good faith discuss whether [COMPANY] shall similarly enter int o such agreement with such Third Party purely for t he purposes of agreeing similar consultation rights in relation to any rejection under the Create Act as contained under this Section 8.2.3