5.2 Patent Costs.
5.2.1 Reimbursement. Licensee shall reimburse Children’s the amount of **** to cover past patent costs and expenses in respect of the Licensed Patents that have been incurred by Children’s prior to the Effective Date, on the Effective Date. Subject to Section 5.2.2, Licensee shall reimburse Children’s 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 Children’s 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 Children’s.
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 Children’s 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 Children’s without further obligation to Licensee and may be freely licensed by Children’s 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 Children’s acting in reliance on that election ceases to prosecute that patent application or maintain that patent in that country where Children’s 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 Children’s 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 Licensed Patents; each in accordance with the applicable laws of any country. Each Party agrees to execute any documents and to take any additional actions as the other Party may reasonably request in connection therewith. Licensee shall reimburse Children’s for any expenses incurred by Children’s for the foregoing.
5.4 Challenge. In the event Licensee intends to challenge the validity or enforceability of any of the Licensed Patents, Licensee agrees that it shall: (a) give Children’s **** prior written notice; (b) continue to make all payments associated with costs and expenses associated with preparation, filing, and maintenance of the Licensed Patents in escrow or other similar third-party administered trust account; and (c) continue to comply and require any sublicensee to comply with the terms and conditions of this Agreement. In the event that one or more of the Licensed Patents are found by a court of law or other arbitration tribunal to be invalid or unenforceable, then any funds paid into the foregoing escrow account shall be released in full and paid to ****. For purposes of clarity, no payment (outside the expenses outlined in this Article 5 made to Children’s is refundable or may be offset, including any amounts paid under this Agreement prior to or during the period of the challenge, even if the challenge is successful or it is otherwise determined that the Licensed Patents do not include valid claims.