Common use of Outside the Field Clause in Contracts

Outside the Field. For Patents which include claims related to uses outside the Field, Altair shall direct and control the preparation, filing, prosecution and maintenance of all such Patents in the Territory. Altair shall, in its sole discretion and expense, select outside patent counsel to carry out such activities. To the extent the patents or applications relate to any uses within the Field, Altair shall consult with Spectrum and with the JDC with regard to the preparation, filing, prosecution and/or maintenance of the Patents and the scope of claims contained therein. Notwithstanding the preceding sentence, however, Altair shall in all events have final decision-making authority with respect to the preparation, filing, prosecution and/or maintenance of such Patents and the scope of claims contained therein. Spectrum shall cooperate fully with Altair, at Altair's request, in all matters relating to the preparation, filing, prosecution and/or maintenance of the Patents, including without limitation, signing any necessary or appropriate documents, providing written and testimonial evidence, and doing such other acts as Altair may reasonably require. In the event Altair elects to discontinue or abandon the prosecution and/or maintenance of any such Patents, Altair shall give Spectrum at least sixty (60) days' prior written notice of its election to discontinue or abandon any such Patent during which time Spectrum may elect, in its sole discretion, to continue and maintain such Patent at its sole cost and expense by delivery of written notice to Altair. If Spectrum does not notify Altair in writing during such sixty (60) day period that it is exercising such rights, the Patent shall be deemed abandoned and neither Altair nor Spectrum shall have any further responsibility for any such abandoned Patent.