definiens: with regard toa given Patent, means the preparation, filing, pros ecution and maintenance of such Patent, as well as any exparte and inter partes proceedings, including reexa minations, reissues, applications for patent termextensions, interferences, derivation proceedings, post grant review proceedings, oppositions, litigat ions, arbitrations and other similar proceedings with res pect to such Patent . The Parties shall agree as to which ofRoche or [COMPANY] shall be responsible for Prosecut ion and Maintenance of the Combined Therapy Patents, and such Party shall use outside counsel acceptable to the other Party . Each Party shall cooperate wit h andassist the other Party in the Prosecution and Maint enance of any Combined Therapy Patent, includingconsulting with the other Party after receiving any substantial action, communication or development i n theProsecution and Maintenance of such Patent and maki ng its relevant scientists and scientific recordsreasonably available . In addition, each Party shall sign and deliver, or use commercially reasonable e fforts tohave signed and delivered, at no charge to the othe r Party, all documents necessary in connection with suchProsecution and Maintenance . With respect to any Co mbined Therapy Patent, the outside counsel ( if any)shall be instructed to ( a ) keep the Parties informe d regarding the Prosecution and Maintenance thereof ; ( b ) promptly furnish to each Party a copy of such P atent and copies of documents relevant to suchProsecution and Maintenance, including copies of co rrespondence with any patent office, foreign associ atesand outside counsel ; and ( c ) act on the Parties ’ in structions relating to such Prosecution and Mainten ance, provided that if there is a conflict in the instruc tions given by the Parties, outside counsel shall i nform theParties and allow for their resolution of this conf lict . Notwithstanding the foregoing, the Prosecutin g Partyshall not take any position in a submission to a Pa tent office that interprets the scope of a Patent o r Patentapplication of the Non - Prosecuting Party without th e prior written consent of such Non - Prosecuting Par ty . TheNon - Prosecuting Party shall reimburse the Prosecuti ng Party for [ * ] costs incurred by the Prosecutin g Partyin the prosecution and maintenance of the Combined Therapy Patents