to file such new patent application, Exelixis shall provide
Sanofi-Aventis with written notice of this decision at least [ * ] prior to any
pending lapse or abandonment thereof. In the event that Sanofi-Aventis decides
to assume responsibility for such filing, prosecution and maintenance,
Sanofi-Aventis shall so notify Exelixis in writing and Exelixis shall (i) [ * ]
and [ * ] to such [ * ] to [ * ], and (ii) cooperate as reasonably requested by
Sanofi-Aventis to facilitate such [ * ] and [ * ] transfer of filing,
prosecution and maintenance responsibility to Sanofi-Aventis. The [ * ] so [ * ]
to [ * ] shall be [ * ] as of the [ * ] of [ * ], and [ * ] to [ * ] with
respect to such [ * ] shall [ * ]. In the case where Sanofi-Aventis takes over
the filing, prosecution or maintenance of any Patent as set forth above,
- 38 -
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Exelixis shall not be liable to Sanofi-Aventis in any way with respect to the
results obtained from, the filing, prosecution, issuance, extension or
maintenance of any such Patent or any failure by Sanofi-Aventis to so file,
prosecute, extend or maintain, provided however that Exelixis shall, at the
expense of Sanofi-Aventis, provide such assistance and execute such documents as
are reasonably necessary to continue or permit the filing, prosecution or
maintenance of such Patent or the issuance, maintenance or extension of any
resulting Patent or permit enforcement of Patents.
(b)
Filing, Prosecution and Maintenance of Sanofi-Aventis Prosecuted Patents.
(i)
Sanofi-Aventis' Right to File, Prosecute and Maintain Exelixis Patents.
Subject to the rest of this Section 10.3(b), Sanofi-Aventis shall be responsible
for the filing, prosecution (including any interferences, reissue proceedings
and reexaminations) and maintenance of (A) all [ * ] claiming any [ * ] of [ * ]
and (B) all [ * ] (the "Sanofi-Aventis Prosecuted Patents"). Sanofi-Aventis, [ *
] shall provide Exelixis with an update of the filing, prosecution and
maintenance status for each of the Sanofi-Aventis Prosecuted Patents on a
periodic basis, and shall use Diligent Efforts to consult with and cooperate
with Exelixis with respect to the filing, prosecution and maintenance of the
Sanofi-Aventis Prosecuted Patents, including providing Exelixis with drafts of
proposed filings to allow Exelixis a reasonable opportunity for review and
comment before such filings are due. Sanofi-Aventis, [ * ] shall provide to
Exelixis copies of any papers relating to the filing, prosecution and
maintenance of the Sanofi-Aventis Prosecuted Patents promptly upon their being
filed and received.
(ii)
Abandonment. In no event shall Sanofi-Aventis knowingly permit any of
the Sanofi-Aventis Prosecuted Patents to be abandoned in any country, or elect
not to file a new patent application