| ||7.1 || |
Except as otherwise provided in this Article 7, the IC agrees to take responsibility for, but to consult in good faith with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall promptly furnish copies of relevant patent-related documents to the Licensee for review and comment, which comments the IC shall consider in good faith. The IC shall, subject to good faith consideration of comments from the Licensee, select registered patent attorneys or patent agents to prepare, file, prosecute and maintain the Licensed Patent Rights on behalf of the IC. Without limiting the foregoing, IC shall provide Licensee with a list of proposed filings (including which countries are being elected, validated or nationalized, and/or filing of continuations or divisionals), at least [***] prior to a filing deadline when practicable, for any and all patent applications or patents included in the Licensed Patent Rights. If Licensee would like an additional filing or a filing in an additional country that is not listed, Licensee will submit such a request in writing to the IC within [***] of receipt of the ICs proposed filings. If the IC does not agree with the Licensees request and cannot provide the Licensee with a bona fide reason (including without limitation, claims are not patentable) why the IC has elected not to comply with the Licensees request, then the Licensee may, at its own expense, assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all such requested patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all patent-related documents to the IC.