behalf of itself and any entity to which it conveys Licensed Rights, that they qualify for “small entity” status pursuant to 13 C.F.R. 121.802 and shall notify Research Institute immediately in the event this no longer is the case. Research Institute shall use its best efforts to promptly notify Licensee, within **** business days of Research Institute ‘s receipt of all matters that come to its attention that may affect the filing, prosecution, defense or maintenance of the Licensed Patents.
5.2 Patent Costs.
5.2.1 Reimbursement. Licensee shall reimburse Research Institute the amount of **** to cover past patent costs and expenses in respect of the Licensed Patents that have been incurred by Research Institute prior to the Effective Date, on the Effective Date. Subject to Section 5.2.2, Licensee shall reimburse Research Institute for all documented costs and expenses associated with the preparation, filing and maintenance of the Licensed Patents, arising during the Term, within **** of the date of an invoice.
5.2.2 Notice of Election. Licensee may elect to discontinue paying for the filing, prosecution, and/or maintenance of any patent or patent application within the Licensed Patents by providing Research Institute with **** prior written notice of such election in which event Licensee shall not be responsible for any such payments after ****. In the event that Licensee does not provide such notice, Licensee shall remain responsible for the documented costs and expenses incurred by Research Institute.
5.2.3 Loss of Rights, Continuing Payment Obligation. If Licensee has provided notice of its election to discontinue payment for the filing, prosecution, and/or maintenance of any patent or patent application within the Licensed Patents as set forth in Section 5.2.2, or fails to pay any invoice submitted by Research Institute for those patent costs within **** after the date of that invoice (with an additional **** period, effective upon receipt of notice by Licensee, to allow Licensee the opportunity to cure any such failure), the corresponding patent or patent application shall be excluded from the Licensed Patents, and all rights relating to those patent applications and patents shall revert to Research Institute without further obligation to Licensee and may be freely licensed by Research Institute to others. If Licensee elects not to pay the patent costs for the filing, prosecution, and/or maintenance of any patent application or patent in any country or for any patent or patent application, and Research Institute acting in reliance on that election ceases to prosecute that patent application or maintain that patent in that country where Research Institute has a good faith belief it was entitled to continue to prosecute or maintain, then Licensee agrees that it and its sublicensees shall not sell any product or practice any process claimed in that patent as issued, or in the case of an application, claimed at the time Licensee notifies Research Institute of its decision not to support the application, unless Licensee pays royalties under this Agreement on sales in that country at the rate set forth in Section 4.3.2 as if such patent or patent application was included in the Licensed Patents.
5.3 Patent Term Extensions. For each Licensed Product, the Parties shall discuss in good faith, mutually cooperate and agree in: (a) selecting a patent within the Licensed Patents to seek a term extension for; and/or (b) seeking a supplementary protection certificate in relation thereto from the