Common use of Infringement and Third Party Licenses Clause in Contracts

Infringement and Third Party Licenses. 9.7.1 If the Development and Commercialization or use of any Licensed Vaccine or Licensed Product in accordance with this Agreement is alleged by a Third Party to infringe a Third Party's Patent Right, or such allegation can be reasonably expected, the Party becoming aware of such allegation shall promptly notify the other Party. Additionally, if either Party determines that, based upon the review of a Third Party's Patent Right, it may be desirable to obtain a license from such Third Party with respect thereto, such Party shall promptly notify the other Party of such determination and the Parties shall consult with each other and attempt to agree on a common strategy to either obtain a reasonable license or otherwise. If BI reasonably determines that such license from a Third Party ("Third Party Licensor") is necessary in order to have freedom to operate in practicing the CureVac Licensed Intellectual Property in accordance with this Agreement in any country, then BI shall have the sole right, but not the obligation, to negotiate and obtain a license from such Third Party Licensor as necessary for BI, its Affiliates, and permitted Sublicensees to Non- clinically and Clinically Develop and Commercialize the Licensed Vaccines and Licensed Products in such country. 9.7.2 If a Third Party sues BI or CureVac or any of their Affiliates, distributors or permitted Sublicensees alleging that Bl's practice of a right granted by CureVac to BI hereunder through the Development and Commercialization of any Licensed Vaccine or Licensed Product pursuant to this Agreement infringes or will infringe said Third Party's Intellectual Property, then, upon the defending Party's request and in connection with the defense of any such Third Party infringement suit, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and/or shall join in any such action if required in order to defend such claim or to assert all available defenses and claims, and to cooperate reasonably with the defending Party. 9.7.3 The defending Party shall not enter into a settlement that imposes a financial obligation upon the non-defending Party or which limits the scope or invalidates any Patent Right of either Party without such Party's prior written consent, which consent shall not be unreasonably withheld or delayed, and in any settlement the defending Party shall always take into consideration the interest of the non-defending Party. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL EXECUTION VERSION

Infringement and Third Party Licenses. 9.7.1 (i) If the Development and Development, Commercialization or use other Exploitation of any Licensed Vaccine or the Licensed Product in accordance with this Agreement is alleged by a Third Party to infringe a Third Party's ’s Patent Right, Right in the Territory or such allegation can be reasonably expectedin a certain country of the Territory, the Party becoming aware of such allegation shall promptly notify the other Party. Additionally, if either Party determines that, based upon the review of a Third Party's ’s Patent Right, it may be desirable to obtain a license from such Third Party with respect thereto, such Party shall promptly notify the other Party of such determination in writing giving detailed reasoning and discuss the necessity to obtain such Third Party’s license or whether such Third Party Patent Right could be challenged. (ii) In the event the Parties shall consult with each other and attempt agree that it is necessary for Licensee to agree on seek or exercise a common strategy to either obtain a reasonable license or otherwise. If BI reasonably determines that such license from a Third Party ("as the practice of the Licensor Technology granted to Licensee hereunder would infringe such Third Party Licensor") is necessary in order to have freedom to operate in practicing the CureVac Licensed Intellectual Property in accordance with this Agreement in any countryParty’s intellectual property rights, then BI Licensor shall have the sole first right, but not subject to Licensee’s consent to the obligationterms, to reasonably negotiate and obtain conclude such license for the Territory. Whichever Party negotiates such Third Party license shall keep the other Party informed and shall take due account of the other Party’s interests, and such other Party shall provide any assistance reasonably requested. In the event the Parties agree that such Third Party license is necessary, the costs for such licensing shall be shared by the Parties; provided that, Licensee shall bear the costs related to exercise of such license in the Field in the Territory, and Licensor shall bear the costs outside the Territory and inside the Territory but outside the Field, until and unless the JSC decides otherwise. - 47 - of - 75 - (iii) In the event the Parties disagree whether it is necessary for Licensee to seek or exercise a license from such a Third Party Licensor as necessary for BIin the Territory or in a certain country of the Territory but Licensee has reasonably determined, its Affiliatesbased on advice from patent counsel or the actions of the Third Party, that it would be less burdensome and permitted Sublicensees more efficient to Non- clinically and Clinically Develop and Commercialize the Licensed Vaccines Product in the affected country(ies) to take the applicable license, than Licensee shall have the right to negotiate and Licensed Products conclude such license in its own name, provided that Licensee shall bear the costs related to exercise of such country. 9.7.2 If license in the Field in the Territory, subject to Licensee’s right to offset a Third Party sues BI or CureVac or any certain portion of their Affiliates, distributors or permitted Sublicensees alleging that Bl's practice of a right granted by CureVac to BI hereunder through the Development and Commercialization of any Licensed Vaccine or Licensed Product such expenses pursuant to this Agreement infringes or will infringe said Third Party's Intellectual Property, then, upon the defending Party's request and in connection with the defense of any such Third Party infringement suit, the non-defending Party shall provide reasonable assistance to the defending Party for such defense and/or shall join in any such action if required in order to defend such claim or to assert all available defenses and claims, and to cooperate reasonably with the defending PartySection 7.5(ii). 9.7.3 The defending Party shall not enter into a settlement that imposes a financial obligation upon the non-defending Party or which limits the scope or invalidates any Patent Right of either Party without such Party's prior written consent, which consent shall not be unreasonably withheld or delayed, and in any settlement the defending Party shall always take into consideration the interest of the non-defending Party. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL EXECUTION VERSION

Infringement and Third Party Licenses. 9.7.1 11.1 If the Development and Commercialization Developing, Manufacturing or use Commercializing of Perifosine and/or any Licensed Vaccine or Licensed Product in accordance with this Agreement Products is alleged by a Third Party to infringe a Third Party's ’s Patent Right, or such allegation can be reasonably expectedRights in the Territory, the Party becoming aware of such allegation shall promptly notify the other Party. Additionally, if either Party determines that, based upon the review of a Third Party's ’s Patent RightRights, it may be desirable to obtain a license from such Third Party with respect thereto, such Party shall promptly notify the other Party of such determination and discuss the Parties shall consult with each other and attempt necessity to agree on a common strategy to either obtain a reasonable license or otherwise. If BI reasonably determines that such license from a Third Party ("Third Party Licensor") is necessary in order to have freedom to operate in practicing the CureVac Licensed Intellectual Property in accordance with this Agreement in any country, then BI shall have the sole right, but not the obligation, to negotiate and obtain a license from such Third Party Licensor as necessary for BI, its Affiliates, and permitted Sublicensees to Non- clinically and Clinically Develop and Commercialize the Licensed Vaccines and Licensed Products in such countryParty’s license. 9.7.2 11.2 If a Third Party sues BI or CureVac Licensee or any of their Licensee’s Affiliates, sublicensees or distributors or permitted Sublicensees alleging that Bl's the sued Party’s practice of a right granted by CureVac Licensor to BI Licensee hereunder through the Development and Development, Manufacturing, Commercialization of Perifosine and/or any Licensed Vaccine or Licensed Product Products pursuant to this Agreement infringes or will infringe said Third Party's Intellectual Property’s intellectual property, then, upon the defending sued Party's ’s request and in connection with the sued Party’s defense of any such Third Party infringement suit, the non-defending Party Licensor shall provide reasonable assistance to the defending sued Party for such defense and/or defense. 11.3 In the event the Parties agree that it is necessary for Licensee to seek or exercise a license from a Third Party as there is a reasonable likelihood that the practice of the Licensor Patent Rights and Licensor Know How granted to Licensee hereunder would infringe such Third Party’s intellectual property rights, Licensor shall join have the first right to reasonably negotiate such license on behalf of Licensee for the Territory. Whichever Party negotiates such Third Party license shall keep the other Party informed and shall provide any assistance reasonably requested. In the event the Parties agree that such Third Party license is necessary or if such infringement of Third Party intellectual property rights is finally adjudicated in a law suit performed in accordance with this Section 11, [****] of any consideration actually paid to such Third Parties by Licensee for such exercise, shall be creditable against the royalty payments due to Licensor hereunder, provided that such credit shall not exceed in any [******** *******], [****] of actually amounts payable to Licensor during such action if required in order to defend such claim or to assert all available defenses and claims, and to cooperate reasonably with the defending Party[******** *******]. 9.7.3 The defending Party shall not enter into a settlement that imposes a financial obligation upon the non-defending Party or which limits the scope or invalidates any Patent Right of either Party without such Party's prior written consent, which consent shall not be unreasonably withheld or delayed, and in any settlement the defending Party shall always take into consideration the interest of the non-defending Party. EXCLUSIVE COLLABORATION AND LICENSE AGREEMENT CONFIDENTIAL EXECUTION VERSION