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) [ * ] (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 claiming priority to a patent application
within the Sanofi-Aventis 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 Exelixis' written consent (such
consent to not be unreasonably withheld, delayed or conditioned) or Exelixis
otherwise first being given an opportunity to assume full responsibility ([ * ]
at Exelixis' expense) for the continued prosecution and maintenance of such
Sanofi-Aventis Prosecuted Patents or the filing of such new patent application.
In the event that Sanofi-Aventis decides either: (A) not to continue the
prosecution or maintenance of a Patent within the Sanofi-Aventis Prosecuted
Patents in any country; or (B) not to file such new patent application,
Sanofi-Aventis shall provide Exelixis with written notice of this decision at
least [ * ] prior to any pending lapse or abandonment thereof. In the event that
Exelixis decides to assume responsibility for such filing, prosecution and
maintenance, Exelixis shall so notify Sanofi-Aventis in writing and
Sanofi-Aventis shall (i) [ * ], and (ii) cooperate as reasonably requested by
Exelixis to facilitate such [ * ] transfer of filing, prosecution and
maintenance responsibility to Exelixis. [ * ]. In the case where Exelixis takes
over the filing, prosecution or maintenance of any Patent as set forth above,
Sanofi-Aventis shall not be liable to Exelixis in any way with respect to the
results obtained from, the filing,
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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.
prosecution, issuance, extension or maintenance of any such Patent or