Subject to the terms and conditions of this Agreement and except as otherwise provided herein, as between Company and Licensee, Licensee, at its sole cost and expense, shall be responsible for preparing, obtaining, maintaining and renewing all Regulatory Approvals and Pricing Approvals that are necessary for the Commercialization of each Product in the Field in each country or jurisdiction of the Licensed Territory, including complying with all requirements imposed on the holder of such Regulatory Approvals by such Regulatory Authority to maintain such Regulatory Approvals, including the Regulatory Commitments; provided, that Licensee shall only be responsible for preparing, obtaining, maintaining and renewing the Vabomere EU MA and Orbactiv EU MA following their transfer to Licensee, respectively, as contemplated by Section 3.1(c) . Licensee shall not take, and shall cause its Affiliates and Sublicensees not to take any steps that would reasonably be expected to undermine the validity of any such Regulatory Approvals. Without limiting the foregoing, Licensee shall not withdraw, vary or transfer to a Third Party any Regulatory Approvals or Pricing Approvals for a Product in the Field in the Licensed Territory without Company’s prior written consent, not to be unreasonably withheld or delayed.