during the Term. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution, maintenance and defense. BIDMC shall reasonably cooperate with Licensee in the filing, prosecution, maintenance and defense of the Patent Rights. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of BIDMC and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of any Patent Right in any country. In the event Licensee desires to abandon the prosecution, maintenance or defense of any patent, patent application, or any Claims within the Patent Rights where such Claims are not included in a continuation, divisional or other patent or patent application, Licensee shall provide BIDMC with [***] prior written notice of such intended abandonment or decline of responsibility and, as to Claims, shall reasonably consider BIDMCs judgment in whether or not to abandon or not defend such Claim, and, as to such patent or patent application, such abandonment or election not to defend shall only be with prior notice to BIDMC on a patent by patent and country by country basis. If BIDMC desires to prosecute, maintain or defend any such Patent Rights proposed to be abandoned by Licensee under this Agreement, the right to prepare, file, prosecute, maintain and defend the relevant Patent Rights shall revert, as between Licensor and Licensee, to BIDMC, at BIDMCs expense, subject to any third party rights. In such event, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such Patent Rights shall terminate, and BIDMC shall have the right to abandon or maintain and license such Patent Rights in its discretion.
4.2 Confidentiality of Prosecution and Maintenance Information. Each Party agrees to treat all information related to prosecution and maintenance of Patent Rights as Confidential Information in accordance with the provisions of Appendix B.
5.1 Progress Reports. Within [***] after the end of each calendar year, Licensee shall report in writing to BIDMC on progress during such preceding [***] period in developing and/or commercializing Products and/or Processes, including, without limitation, progress on research and development, status of applications for regulatory approvals, manufacturing, sales, sublicensing and the number of sublicenses (excluding Third Party Contractors) entered into and marketing.
6. THIRD PARTY INFRINGEMENT AND LEGAL ACTIONS
6.1 Licensee Right to Prosecute. Licensee shall have the first right, but not the obligation, to initiate legal proceedings to protect the Patent Rights from infringement, with respect to a Claim of a Patent Right in the Field in the Territory, and prosecute infringers at Licensees expense. Before commencing such action, Licensee and, as applicable, any Affiliate, shall consult with BIDMC, concerning the advisability of bringing suit, the selection of counsel and the jurisdiction for such action (provided
Portions of this Exhibit, indicated by the mark [***], were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrants application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.