Common use of Infringement and Third Party Licenses Clause in Contracts

Infringement and Third Party Licenses. (i) If the Development, Commercialization or other Exploitation of the Licensed Product is alleged by a Third Party to infringe a Third Party’s Patent Right in the Territory or in 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 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 agree that it is necessary for Licensee to seek or exercise a license from a Third Party as the practice of the Licensor Technology granted to Licensee hereunder would infringe such Third Party’s intellectual property rights, Licensor shall have the first right, subject to Licensee’s consent to the terms, to reasonably negotiate and 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 a Third Party in the Territory or in a certain country of the Territory but Licensee has reasonably determined, based on advice from patent counsel or the actions of the Third Party, that it would be less burdensome and more efficient to Develop and Commercialize the Licensed Product in the affected country(ies) to take the applicable license, than Licensee shall have the right to negotiate and conclude such license in its own name, provided that Licensee shall bear the costs related to exercise of such license in the Field in the Territory, subject to Licensee’s right to offset a certain portion of such expenses pursuant to Section 7.5(ii).

Infringement and Third Party Licenses. (i) 9.7.1 If the Development, Development and Commercialization or other Exploitation use of the any Licensed Vaccine or Licensed Product in accordance with this Agreement is alleged by a Third Party to infringe a Third Party’s 's Patent Right in the Territory Right, or in a certain country of the Territorysuch 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 '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 Parties shall consult with each other and attempt to agree on a common strategy to either obtain such Third Party’s a reasonable license or whether otherwise. If BI reasonably determines that such Third Party Patent Right could be challenged. (ii) In the event the Parties agree that it is necessary for Licensee to seek or exercise a license from a Third Party as ("Third Party Licensor") is necessary in order to have freedom to operate in practicing the practice of the Licensor Technology granted to Licensee hereunder would infringe such Third Party’s intellectual property rightsCureVac Licensed Intellectual Property in accordance with this Agreement in any country, Licensor then BI shall have the first sole right, subject to Licensee’s consent to but not the termsobligation, to reasonably negotiate and conclude such obtain a license for the Territory. Whichever Party negotiates from such Third Party license shall keep the other Party informed and shall take due account of the other Party’s interestsLicensor as necessary for BI, its Affiliates, 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 permitted Sublicensees to exercise of such license in the Field in the Territory, Non- clinically 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 a Third Party in the Territory or in a certain country of the Territory but Licensee has reasonably determined, based on advice from patent counsel or the actions of the Third Party, that it would be less burdensome and more efficient to 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 in the affected country(ies) to take the applicable license, than Licensee shall have the right to negotiate and conclude such license in its own name, provided that Licensee shall bear the costs related to exercise of such license in the Field in the Territory, subject to Licensee’s right to offset a certain portion of such expenses pursuant to Section 7.5(ii)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. (i) 11.1 If the DevelopmentDeveloping, Commercialization Manufacturing or other Exploitation Commercializing of the Perifosine and/or any Licensed Product Products is alleged by a Third Party to infringe a Third Party’s Patent Right Rights in the Territory or in 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 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 in writing giving detailed reasoning and discuss the necessity to obtain such Third Party’s license license. 11.2 If a Third Party sues Licensee or whether any of Licensee’s Affiliates, sublicensees or distributors alleging that the sued Party’s practice of a right granted by Licensor to Licensee hereunder through the Development, Manufacturing, Commercialization of Perifosine and/or any Licensed Products pursuant to this Agreement infringes or will infringe said Third Party’s intellectual property, then, upon the sued Party’s request and in connection with the sued Party’s defense of any such Third Party Patent Right could be challengedinfringement suit, Licensor shall provide reasonable assistance to the sued Party for such defense. (ii) 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 Technology Patent Rights and Licensor Know How granted to Licensee hereunder would infringe such Third Party’s intellectual property rights, Licensor shall have the first right, subject to Licensee’s consent to the terms, right to reasonably negotiate and conclude such license on behalf of Licensee 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 necessarynecessary or if such infringement of Third Party intellectual property rights is finally adjudicated in a law suit performed in accordance with this Section 11, the costs [****] of any consideration actually paid to such Third Parties by Licensee for such licensing exercise, shall be shared by creditable against the Parties; provided that, Licensee shall bear the costs related royalty payments due 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 a Third Party in the Territory or in a certain country of the Territory but Licensee has reasonably determined, based on advice from patent counsel or the actions of the Third Party, that it would be less burdensome and more efficient to Develop and Commercialize the Licensed Product in the affected country(ies) to take the applicable license, than Licensee shall have the right to negotiate and conclude such license in its own namehereunder, provided that Licensee such credit shall bear the costs related not exceed in any [******** *******], [****] of actually amounts payable to exercise of Licensor during such license in the Field in the Territory, subject to Licensee’s right to offset a certain portion of such expenses pursuant to Section 7.5(ii)[******** *******].

Infringement and Third Party Licenses. (i) If In the Developmentevent that Schering's, Commercialization its Affiliates' or other Exploitation its sublicensees' use of the OraSolv Technology in connection with making, having made, importing, exporting, using, distributing, marketing, promoting, offering for sale or selling Licensed Product Product(s) infringes, will infringe or is alleged by a Third Party third party to infringe a Third Party’s Patent Right in the Territory or in a certain country of the Territorythird party's patent, the Party party becoming aware of such allegation same shall promptly notify the other Partyother. AdditionallyIf Schering in good faith concludes that such use of the OraSolv Technology infringes or may infringe a third party's patent, if either Party determines that, based upon the review of Schering shall negotiate with said third party for 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 in writing giving detailed reasoning and discuss the necessity to obtain such Third Party’s suitable license or whether such Third Party Patent Right could be challenged. (ii) In the event the Parties agree that it is necessary for Licensee to seek or exercise a license from a Third Party as the practice of the Licensor Technology granted to Licensee hereunder would infringe such Third Party’s intellectual property rights, Licensor shall have the first right, subject to Licensee’s consent to the terms, to reasonably negotiate and 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 requestedassignment. In the event the Parties agree that such Third Party license is necessarynegotiation results in a consummated agreement, the costs for such licensing then any lump sum payment made thereunder shall be shared paid by Schering [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] but only to the Parties; provided thatextent of [***CONFIDENTIAL TREATMENT REQUESTED, Licensee PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] in any Calendar Quarter. [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] shall bear be [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] any [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] CIMA [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] Any [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] can be [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] to subsequent quarters. Schering shall periodically advise CIMA of the costs related to exercise status of such license in the Field in the Territorynegotiations under this Section 4.4, and Licensor shall bear CIMA may provide its comments regarding the costs outside the Territory and inside the Territory but outside the Fieldnegotiations to Schering, 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 a Third Party in the Territory or in a certain country of the Territory but Licensee has reasonably determinedwith Schering determining, based on advice from patent counsel or the actions of the Third Party, that it would be less burdensome and more efficient to Develop and Commercialize the Licensed Product in the affected country(ies) to take the applicable license, than Licensee shall have the right to negotiate and conclude such license in its own namesole discretion, provided that Licensee shall bear whether to incorporate such comments of CIMA into its negotiations with the costs related to exercise of such license in the Field in the Territory, subject to Licensee’s right to offset a certain portion of such expenses pursuant to Section 7.5(ii)third party.