of (A) [ * ] (the "Exelixis
Prosecuted Patents"), provided that such responsibilities shall be carried out
by [ * ], or by [ * ]. Exelixis, [ * ] shall provide Sanofi-Aventis with an
update of the filing, prosecution and maintenance status for each of the
Exelixis Prosecuted Patents on a periodic basis, and shall use Diligent Efforts
to consult with and cooperate with Sanofi-Aventis with respect to the filing,
prosecution and maintenance of the Exelixis Prosecuted Patents, including
providing Sanofi-Aventis with drafts of proposed filings to allow Sanofi-Aventis
a reasonable opportunity for review and comment before such filings are due.
Exelixis, [ * ] shall provide to Sanofi-Aventis copies of any papers relating to
the filing, prosecution and maintenance of the Exelixis Prosecuted Patents
promptly upon their being filed and received.
(ii) Abandonment. In no event shall Exelixis knowingly permit any of the
Exelixis Prosecuted Patents to be abandoned in any country, or elect not to file
a new patent application claiming priority to a patent application within the
Exelixis Prosecuted Patents either before such patent application's issuance or
within the time period required for the filing of an international (i.e., Patent
Cooperation Treaty), regional (including European Patent Office) or national
application, without Sanofi-Aventis' written consent (such consent to not be
unreasonably withheld, delayed or conditioned) or Sanofi-Aventis otherwise first
being given an opportunity to assume full responsibility ([ * ] at
Sanofi-Aventis' expense) for the continued prosecution and maintenance of such
Exelixis Prosecuted Patents or the filing of such new patent application. In the
event that Exelixis decides either: (A) not to continue the prosecution or
maintenance of a Patent within the Exelixis Prosecuted Patents in any country;
or (B) not 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 (ii) cooperate as
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[ * ] = 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.
reasonably requested by Sanofi-Aventis to facilitate such [ * ] transfer of
filing, prosecution and maintenance responsibility to Sanofi-Aventis. [ * ]. In
the case where Sanofi-Aventis takes over the filing, prosecution or maintenance
of any Patent as set forth above, 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