written consent. 5.8 Prosecution of Patent Rights. Stryker shall be solely responsible, in its sole discretion, for preparing, filing, prosecuting and maintaining Patents arising from all Improved Stryker Background IP. Stryker shall be solely responsible for costs and expenses of preparing, filing, prosecuting and maintaining any such Patents. Stryker shall have the first right to prepare, file, prosecute and maintain Patents or copyrights arising from any Joint IP that is not Improved Conformis Background IP ("Stryker- Prosecuted Joint IP Rights"). Conformis shall have the first right to prepare, file, prosecute and maintain Patents or copyrights arising from any Improved Conformis Background IP ("Conformis-Prosecuted Joint IP Rights", and together with the Stryker- Prosecuted Joint IP Rights, "Joint IP Rights"). With respect to Joint IP Rights, the non-prosecuting Party will have the right, but not the obligation, to review and comment, and have the comments reasonably considered by the prosecuting Party, with regard to the filing, prosecution, 15 Source: CONFORMIS INC, 10-Q, 11/1/2019 and maintenance of the Joint IP Rights. In this regard, the prosecuting Party agrees to provide reasonable time for the non- prosecuting party to review and comment prior to any deadline associated with such Patent. Conformis and Stryker shall be equally responsible for costs and expenses of preparing, filing, prosecuting and maintaining any such Joint IP Rights. Notwithstanding the foregoing, in the event that the applicable Party decides not to file at all or not to file a continuing or other application to maintain the viability of the U.S part of a family of patents to which an application belongs, or decides to abandon or discontinue the prosecution or maintenance of any of the Joint IP Rights, such Party shall notify the other Party thereof, and such other Party may elect to continue the prosecution (including non-provisional application and