Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. In the event that a Party and/or one or more its Affiliates (in the case of Alnylam) or Related Parties (in the case of Monsanto) (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Patent Rights licensed to said Party under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceeding.

Termination for Patent Challenge. In Each Party shall have the event that right to terminate this Agreement upon written notice to the other effective upon receipt, if a Party and/or one or more any of its wholly-owned Affiliates formally challenges the validity of any Patents that are licensed to it under this Agreement (subject to the exceptions described in the case of Alnylam) or Related Parties (in the case of Monsantothis Section 14.2(e), a “Challenge”) (a) commences other than as may be necessary or participates reasonably required to assert a defense, cross-claim or a counter-claim in any an action or proceeding (includingasserted by a Party or any of its wholly-owned Affiliates under this Agreement against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, without limitationrequest or order); it being understood and agreed that a Party’s right to terminate this Agreement under this Section 14.2(e) shall not apply to any actions undertaken by an Affiliate of such Party that first becomes such an Affiliate as a result of a Change of Control involving such Party, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party under this Agreementsuch Change of Control if such new Affiliate terminates or otherwise ceases participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following after the effective date of such notice (or such longer period as Change of Control. If a sublicensee of a Party initiates a Challenge of the Party-licensor may designate intellectual property described in such noticethis Section 14.2(e), andthen such Party shall, unless upon written notice from the other Party-licensee and/or , terminate such sublicense. Neither Party shall, and each Party shall ensure that its Affiliates cease(s) all participation and sublicensees do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Patents to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to this Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to all such challenge(s) (including withdrawing to, any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In Either Party shall have the event that right to terminate this Agreement solely on a Shared Product-by-Shared Product basis upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamVividion Intellectual Property or Vividion Co-Co Collaboration Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences Celgene Intellectual Property or participates Celgene Co-Co Collaboration Intellectual Property that is licensed to Vividion under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.2(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter¬claim in an action or proceeding asserted by either Party or any claimof its Affiliates or Licensee Partners against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, challenging request or denying order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.2(d) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that a Party’s right to terminate this Agreement under this AgreementSection 14.2(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following after the effective date of such notice (Change of Control. If a Licensee Partner of either Party challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any of the intellectual property described in this Section 14.2(d) under which such longer period as the Party-licensor may designate Licensee Partner is sublicensed in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licenseeaction or proceeding, then the Parties agree Party that granted such sublicense shall, upon written notice from the other Party, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement and the Master Agreement to construe this provision as to permit amend claims within a pending patent application of the other Party during the course of the Pursuing Party-licensor to terminate the licenses to that portion ’s Prosecution of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, pending patent application or in defense of a dispute, which could involve determinations on issues such as claim scope, constructionThird Party proceeding, or interpretation, does not constitute challenging or denying the validity or enforceability to make a negative determination of any patentability of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.2(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion Patent, Celgene Co-Co Collaboration Patent or Vividion Co-Co Collaboration Patent (including Joint Co-Co Patents and Joint Patents) to which a Party or any of its Affiliates or (sub)licensees are or become privy as a consequence of the rights granted to such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In Either Party shall have the event that right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamVividion Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences Celgene Patents or participates Celgene License Collaboration Patents under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any claimof its Affiliates or Licensee Partners against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, challenging request or denying order), it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that, a Party’s right to terminate this Agreement under this AgreementSection 14.3(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as after the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion effective date of such Patent Rights with respect to which Change of Control. If a Licensee Partner of Celgene challenges the Party-licensor has the legal right to do so. To be clearvalidity, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity scope or enforceability of or otherwise opposes any Patent included in any of the Patent Rights unless intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding, then Celgene shall, upon written notice from Vividion, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates (collectively the “Pursuing Party-licensee actually contests ”) in accordance with this Agreement or the validityMaster Agreement to amend claims within a pending patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application or in defense of a Third Party proceeding, enforceability, and/or requests reexamination or to make a negative determination of or opposes a patent or contests the allowance or issuance patentability of claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion Patents, Celgene License Collaboration Patents or Joint Patents to which a Party or any of its Affiliates or Licensee Partners are or become privy as a consequence of the rights granted to Celgene pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In Lyell may terminate this Agreement upon notice to GSK in the event that a Related Party, or any Third Party and/or one designated by a Related Party, takes any action, directly or more its Affiliates (indirectly, or knowingly provides financial or other assistance, including legal or technical advice, directly or indirectly, to any Third Party, to invalidate or challenge the validity, enforceability, or otherwise oppose, any Lyell Patent Rights that are included in the case of Alnylamlicense granted to GSK under this Agreement (or any Patents licensed to Lyell under a Lyell License Agreement) or Related Parties (in the case of Monsanto) (a) commences or participates in any action court or proceeding (including, without limitation, tribunal or any patent office in a jurisdiction, or in any arbitration proceeding, including in connection with an opposition or proceeding, re-examination or post-grant proceeding); provided that (i) solely with respect to Lyell Patent Rights other than Patents licensed to Lyell under a Lyell License Agreement, or otherwise asserts any a Related Party acting as a defendant in a patent infringement claim, challenging lawsuit or denying other action filed or maintained by Lyell or a Third Party designated by Lyell may assert as cross-claims or counterclaims that challenges the validity or enforceability of any of the such Lyell Patent Rights to the extent being enforced against such Related Party, and (ii) with respect to Patents licensed to said Party Lyell under this a Lyell License Agreement, a Related Party acting as a defendant in a patent infringement claim, lawsuit or any claim thereof other action maintained by Lyell or (b) actively assists any other person or entity the Lyell Licensor may assert as a defense in bringing or prosecuting any action or such proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying a counterclaim that challenges the validity or enforceability of such Patent to the extent being enforced against such Related Party solely to the extent and in the manner permitted by the terms of the applicable Lyell License Agreement and without giving rise to loss of rights under such Lyell License Agreement. In addition, GSK shall reimburse Lyell for any amounts that become due under the Lyell License Agreements as a result of such Patent Rights action or any claim thereofassistance by GSK, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all Affiliate or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingSublicensee.

Termination for Patent Challenge. In Either Party shall have the event that right to terminate this Agreement solely on a Shared Product-by-Shared Product basis upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamVividion Intellectual Property or Vividion Co-Co Collaboration Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences Celgene Intellectual Property or participates Celgene Co-Co Collaboration Intellectual Property that is licensed to Vividion under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any claimof its Affiliates or Licensee Partners against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, challenging request or denying order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that a Party’s right to terminate this Agreement under this AgreementSection 14.3(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following after the effective date of such notice (Change of Control. If a Licensee Partner of either Party challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any of the intellectual property described in this Section 14.3(d) under which such longer period as the Party-licensor may designate Licensee Partner is sublicensed in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licenseeaction or proceeding, then the Parties agree Party that granted such sublicense shall, upon written notice from the other Party, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement and the Master Agreement to construe this provision as to permit amend claims within a pending patent application of the other Party during the course of the Pursuing Party-licensor to terminate the licenses to that portion ’s Prosecution of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, pending patent application or in defense of a dispute, which could involve determinations on issues such as claim scope, constructionThird Party proceeding, or interpretation, does not constitute challenging or denying the validity or enforceability to make a negative determination of any patentability of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion Patent, Celgene Co-Co Collaboration Patent or Vividion Co-Co Collaboration Patent (including Joint Co-Co Patents and Joint Patents) to which a Party or any of its Affiliates or (sub)licensees are or become privy as a consequence of the rights granted to such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In 2-BBB shall have the event right to terminate this Agreement upon written notice to OV effective upon receipt, if OV or any of its wholly-owned Affiliates formally challenges the validity of any Patents that are licensed to OV under this Agreement (subject to the exceptions described in this Section 14.2(e), a Party and/or one or more its Affiliates (in the case of Alnylam) or Related Parties (in the case of Monsanto“Challenge”) (a) commences other than as may be necessary or participates reasonably required to assert a defense, cross-claim or a counter-claim in any an action or proceeding (includingasserted by OV or any of its wholly-owned Affiliates under this Agreement against 2-BBB or any of its Affiliates or to respond to a court request or order or administrative law, without limitationrequest or order); it being understood and agreed that 2-BBB’s right to terminate this Agreement under this Section 14.2(e) shall not apply to any actions undertaken by an Affiliate of OV that first becomes such an Affiliate as a result of a Change of Control involving OV, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that 2-BBB’s right to terminate this Agreement under this AgreementSection 14.2(e) shall apply to actions undertaken by such new Affiliate if OV is the acquirer in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following after the effective date of such notice (or such longer period as Change of Control. If a sublicensee of OV initiates a Challenge of the Party-licensor may designate intellectual property described in such noticethis Section 14.2(e), andthen OV shall, unless the Partyupon written notice from 2-licensee and/or BBB, terminate such sublicense. Neither Party shall, and each Party shall ensure that its Affiliates cease(s) all participation and sublicensees do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Patents to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to this Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to all such challenge(s) (including withdrawing to, any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In Either Party shall have the event that right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamAgios Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences Celgene Patents or participates Celgene Collaboration Patents that is licensed to Agios under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by such Party or any claimof its Affiliates or Licensee Partners against the other Party or any of its Affiliates or Licensee Partners or to respond to a court request or order or administrative law, challenging request or denying order), it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that, a Party’s right to terminate this Agreement under this AgreementSection 14.3(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) after the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion effective date of such Patent Rights with respect to which Change of Control. If a Licensee Partner of Celgene challenges the Party-licensor has the legal right to do so. To be clearvalidity, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity scope or enforceability of or otherwise opposes any Patent included in any of the Patent Rights unless intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding, then Celgene shall, upon written notice from Licensor, terminate such sublicense. For the avoidance of doubt, an action by a Party or any Affiliate (collectively the “Pursuing Party-licensee actually contests ”) in accordance with this Agreement and the validityMaster Agreement to amend claims within a pending patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application or in defense of a Third Party proceeding, enforceability, and/or requests reexamination or to make a negative determination of or opposes a patent or contests the allowance or issuance patentability of claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Agios Patents, Celgene Collaboration Patents or Joint Patents to which a Party or any of its Affiliates or Licensee Partners are or become privy as a consequence of the rights granted to Celgene pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In Either Party shall have the event that a right to terminate this Agreement upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamBioAtla Intellectual Property or BioAtla Collaboration Intellectual Property and that is licensed to BeiGene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences BeiGene Intellectual Property or participates BeiGene Collaboration Intellectual Property that is licensed to BioAtla under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any claimof its Affiliates or Selling Parties against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, challenging request or denying order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(e) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that a Party’s right to terminate this Agreement under this AgreementSection 14.3(e) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following after the effective date of such Change of Control. If a Selling Party of either Party challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any of the intellectual property described in this Section 14.3(e) under which such Selling Party is sublicensed in any action or proceeding, then the Party that granted such sublicense shall, upon written notice (from the other Party, terminate such sublicense. For the avoidance of doubt, an action by a Party or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or any of its Affiliates cease(s(collectively the “Pursuing Party”) all participation in accordance with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to amend claims within a pending patent application of the other Party during the course of the Pursuing Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion ’s Prosecution of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, pending patent application or in defense of a dispute, which could involve determinations on issues such as claim scope, constructionThird Party proceeding, or interpretation, does not constitute challenging or denying the validity or enforceability to make a negative determination of any patentability of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(e). Neither Party shall, and each Party shall ensure that its Affiliates and Selling Parties do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any BioAtla Patent, BeiGene Collaboration Patent or BioAtla Collaboration Patent (including Joint Patents) to which a Party or any of its Affiliates or (sub)licensees are or become privy as a consequence of the rights granted to such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In the event that a Party and/or one or more its Affiliates (in the case of Alnylam) or Related Parties (in the case of Monsanto) (a) commences BMS shall have the right to terminate this Agreement in its entirety in the event Company (or participates any of its Affiliates) challenges or knowingly supports (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim, or in any action response to a subpoena or proceeding (including, without limitation, any patent opposition court or re-examination proceedingadministrative law request or order), including by providing information, documents, and/or funding, a challenge to the validity, scope, enforceability or otherwise asserts any claim, challenging or denying the validity or enforceability patentability of any of the Patent Rights licensed to said Party under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such BMS Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within Adnectin Platform Patents CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [**] days *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 51 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§200.80(B)(4) and 230.406 Rights. BMS’ right to terminate this Agreement under this Section 13.2.4 may be exercised at any time after Company (or any of taking such action and its Affiliates) may have challenged or knowingly supports (iiother than in response to a subpoena or court order) the Party-licensor will have the right, in its sole discretion to give notice a challenge to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice)validity, and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, enforceability or interpretation, does not constitute challenging or denying the validity or enforceability patentability of any of the BMS Patent Rights. For the avoidance of doubt, an action by Company or any Affiliate in accordance with Article 10 to amend claims within a pending patent application within the BMS Patent Rights unless during the course of Company’s prosecution and maintenance of such pending patent application or in defense of a Party-licensee actually contests the validityThird Party proceeding, enforceability, and/or requests reexamination or to make a negative determination of or opposes a patent or contests the allowance or issuance patentability of claims of a patent application of BMS or to abandon a patent application of BMS during the course of Company’s prosecution and maintenance of such pending patent application, or actively assists any other person or entity to do so. Alsoshall not, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating where undertaken in an interference proceedingaccordance with Article 10 hereof, constitute a challenge under this Section 13.2.4.

Termination for Patent Challenge. In the event that a Party and/or one or more its Affiliates (in the case of Alnylam) or Related Parties (in the case of Monsanto) If (a) commences Sobi or participates any of its Affiliates challenges the validity, scope, or enforceability of, or otherwise opposes, any Apellis Patent Right in any action or proceeding (includingproceeding, without limitationother than as may be necessary or reasonably required to assert a defense, any patent opposition or recross-examination proceeding)claim, or otherwise asserts any claim, challenging counter-claim in an action or denying the validity proceeding asserted by Apellis or enforceability of any of its Affiliates or other sub/licensees or the Patent Rights licensed counterparty to said Party under this Agreementan Upstream Agreement or their licensees or assignees against Sobi or any of its Affiliates or Sublicensees, or any claim thereof to respond to a court request or order or administrative agency request or order, (each such challenge, a “Challenge”) or (b) actively assists any other person of Sobi’s Sublicensees participates in a Challenge and Sobi does not terminate its sublicense with such Sublicensee upon written notice from Apellis, Apellis shall have the right to terminate this Agreement upon [**] written notice unless Sobi or entity in bringing its applicable Affiliate or prosecuting any Sublicensee has filed a motion to dismiss with prejudice such action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of caused such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof action to the Party-licensor be dismissed with prejudice within [**] days following receipt of taking such action notice. Notwithstanding the foregoing, none of the following activities shall be a Challenge and Apellis shall not have a right to terminate this Agreement under this Section 14.3 (iiTermination for Patent Challenge) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to to: (a) any actions undertaken by an Affiliate of Sobi that first becomes such an Affiliate as a result of an acquisition of all or any portion part of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (Sobi or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of its Affiliates, where such new Affiliate was participating in the Patent Rights unless Challenge prior to such acquisition; (b) situations where Sobi or its Affiliate or Sublicensee is to participate in a Party-licensee actually contests challenge to the validity, enforceabilityscope, and/or requests reexamination of or opposes enforceability of, or otherwise oppose, any Apellis Patent Right pursuant to a subpoena or court order or participates in a proceeding that is initiated by a patent office and not at the instigation of Sobi or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of its Affiliates or Sublicensees. For clarity, this Section 14.3 (Termination for Patent Challenge) shall not apply to arguments made by Sobi or its Affiliates or Sublicensees that distinguish the Patent Rights does not include provoking or participating inventions claimed in an interference proceedingApellis Patent Right from those claimed in the patent applications owned or controlled by Sobi or any of its Affiliates or Sublicensees in the ordinary course of ex parte prosecution of such patent applications.

Termination for Patent Challenge. In Either Party shall have the event right to terminate this Agreement solely on a Program-by-Program basis upon written notice if the other Party or any Affiliate (as defined in Section 1.2(a)) challenges the validity, scope or enforceability of or otherwise opposes any Patent (a) included in the [***] and that is licensed to Celgene under this Agreement, or (b) included in the [***] and that is licensed to Juno under this Agreement (other than in either case as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law, request or order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 11.5 shall not apply to any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. actions undertaken by an Affiliate (as defined in Section 1.2(a)) of the other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of or after the effective date of a Business Combination involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Business Combination; provided that a Party’s right to terminate this Agreement under this Section 11.5 shall apply to actions undertaken by such new Affiliate if the Challenging Party and/or one is the acquiror in such Business Combination and such new Affiliate does not terminate or more its Affiliates otherwise cease such challenge or opposition within [***] after the effective date of such Business Combination. If a Sublicensee of a Party challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the [***] (in the case of Alnylama Sublicensee of Celgene), or (ii) or Related Parties included in the [***] (in the case of Monsanto) (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedinga Sublicensee of Juno), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Patent Rights licensed to said Party in each case under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of which such Patent Rights or any claim thereofSublicensee is sublicensed, then (i) said Party-licensee shall give notice thereof to the Party-licensor within such Party shall, [**] days *], terminate such sublicense. For the avoidance of taking such doubt, an action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all by a Party or any portion Affiliate (as defined in Section 1.2(a)) (collectively the “Prosecuting Party”) in accordance with Article 7 to amend claims within a pending patent application of the Patent Rights licensed to other Party during the course of the Prosecuting Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion ’s Prosecution and Maintenance of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, pending patent application or in defense of a dispute, which could involve determinations on issues such as claim scope, constructionThird Party proceeding, or interpretation, does not constitute challenging or denying the validity or enforceability to make a negative determination of any patentability of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Prosecuting Party’s Prosecution and Maintenance of such pending patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does shall not include provoking or participating in an interference proceedingconstitute a challenge under this Section 11.5.

Termination for Patent Challenge. In Each Party shall have the event that right to terminate this Agreement upon written notice to the other effective upon receipt, if a Party and/or one or more any of its wholly-owned Affiliates formally challenges the validity of any Patents that are licensed to it under this Agreement (subject to the exceptions described in the case of Alnylam) or Related Parties (in the case of Monsantothis Section 14.2(e), a “Challenge”) (a) commences other than as may be necessary or participates reasonably required to assert a defense, cross-claim or a counter-claim in any an action or proceeding (includingasserted by a Party or any of its wholly-owned Affiliates under this Agreement against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, without limitationrequest or order); it being understood and agreed that a Party’s right to terminate this Agreement under this Section 14.2(e) shall not apply to any actions undertaken by an Affiliate of such Party that first becomes such an Affiliate as a result of a Change of Control involving such Party, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party under this Agreementsuch Change of Control if such new Affiliate terminates or otherwise ceases participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [***] days after the effective date of taking such action Change of Control. If a sublicensee of a Party initiates a Challenge of the intellectual property described in this Section 14.2(e), then such Party shall, upon written notice from the other Party, terminate such sublicense. Neither Party shall, and (ii) each Party shall ensure that its Affiliates and sublicensees do not, use or disclose any Confidential Information of the Party-licensor will have other Party or any nonpublic information regarding the rightProsecution or enforcement of any Patents to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to this Agreement, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to all or to, any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.

Termination for Patent Challenge. In the event that a Party and/or one or more any of its Affiliates directly takes any action, or knowingly provides financial or other assistance (including direct legal or technical advice) to any Third Party, to challenge in a court or administrative proceeding any claim in any Stoke MECP2 Patent, Stoke [***] Patent, Stoke SYNGAP1 Patent, Acadia SYNGAP1 Patents or other Acadia Patents as being invalid, unenforceable or otherwise not patentable, the case other Party shall have the right to immediately terminate this Agreement in its entirety or with respect to the Program to which the challenged patent relates, including the rights with respect thereto of Alnylamany Sublicensee, upon [***] prior written notice to such Party; provided that the other Party shall not have the right to terminate this Agreement (x) if such Party withdraws or causes to be withdrawn such action within such [***] period or (y) if such Party (or its Affiliate) or Related Parties such Third Party challenged the Stoke MECP2 Patent, Stoke [***] Patent, Stoke SYNGAP1 Patent, Acadia SYNGAP1 Patents or other Acadia Patents in defense of claims raised by or on behalf of other Party (in the case of Monsantoor its Affiliate) against such Party (aor its Affiliate) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding)such Third Party, or otherwise asserts any in connection with an assertion of a cross-claim or a counter-claim, challenging or denying the validity or enforceability of any of the Patent Rights licensed to said Party under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days of taking such action and (ii) the Party-licensor will have the right, in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee under this Agreement will terminate in thirty (30) days following such notice (or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the other Party notifies such Party in writing that any of such Party-licensor is ’s Sublicensees directly takes any action, or knowingly provides financial or other assistance (including direct legal or technical advice) to any Third Party, to challenge in a court or administrative proceeding any claim in any Stoke MECP2 Patent, Stoke [***] Patent, Stoke SYNGAP1 Patent, Acadia SYNGAP1 Patents or other Acadia Patents as being invalid, unenforceable or otherwise not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licenseepatentable, then such Party shall terminate such Sublicensee’s sublicense in its entirety, unless (A) such action by such Sublicensee is withdrawn within [***] after the Parties agree other Party’s notice to construe this provision as to permit such Party thereof or (B) such Sublicensee (or its affiliate) or such Third Party challenged the Stoke MECP2 Patent, Stoke [***] Patent, Stoke SYNGAP1 Patent, Acadia SYNGAP1 Patents or other Acadia Patents in defense of claims raised by or on behalf of the other Party (or its Affiliate) against such Sublicensee (or its affiliate) or such Third Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance otherwise in connection with an assertion of a patent application, cross-claim or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedinga counter-claim.

Termination for Patent Challenge. In Either Party has the right to terminate this Agreement on a Collaboration Target‑by‑Collaboration Target basis, upon written notice to the other Party if such other Party or its Affiliates or Sublicensees with respect to such Collaboration Target directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Patents within the Wave Technology (with respect to a challenge brought by GSK or its Affiliates or Sublicensees with respect to such Collaboration Target), any Patents within the GSK Technology (with respect to a challenge brought by Wave or its Affiliates or Sublicensees with respect to such Collaboration Target), or any Patents within the Joint Technology (with respect to a challenge brought by either Party or such Party’s Affiliates or Sublicensees with respect to such Collaboration Target), as the case may be, that Cover any Collaboration Compound or Collaboration Product directed to such Collaboration Target (each, a “Patent Challenge”); provided that (a) this Section 13.4 (Termination for Patent Challenge) will not apply to any such Patent Challenge that is first made by a Party or one of its Related Parties in defense of a claim of patent infringement brought by the other Party under the applicable Patent, (b) this Section 13.4 (Termination for Patent Challenge) will not apply in the event that an Affiliate of a Party and/or one that first become an Affiliate of a Party after the Effective Date in connection with a merger or more its Affiliates acquisition event, where such an Affiliate of a Party was already engaged in a Patent Challenge prior to the signing of a definitive agreement in connection with such merger or acquisition event, so long as the Party causes such Patent Challenge to terminate within [***] after the closing of such merger or acquisition event, and (c) with respect to any non‑Affiliate Sublicensee, a Party will not have the right to terminate this Agreement under this Section 13.4 (Termination for Patent Challenge) with respect to any Collaboration Target if the other Party (i) causes such Patent Challenge to be terminated or dismissed (or in the case of Alnylamex‑parte proceedings, multi‑party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge) or Related Parties (in the case of Monsantoii) (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Patent Rights licensed to said Party under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of terminates such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof Sublicensee’s sublicense to the Party-licensor Patents being challenged by the Sublicensee, in each case, within [***] days of taking such action and (ii) the terminating Party-licensor will have the right, in its sole discretion to give ’s notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee other Party under this Agreement will terminate in thirty Section 13.4 (30) days following such notice (or such longer period as the Party-licensor may designate in such noticeTermination for Patent Challenge), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licensee, then the Parties agree to construe this provision as to permit the Party-licensor to terminate the licenses to that portion of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, a dispute, which could involve determinations on issues such as claim scope, construction, or interpretation, does not constitute challenging or denying the validity or enforceability of any of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance of a patent application, or actively assists any other person or entity to do so. Also, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceeding.

Termination for Patent Challenge. In Either Party shall have the event that right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party and/or one or more any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the case of AlnylamAgios Intellectual Property or Agios Co-Co Collaboration Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) or Related Parties (included in the case of Monsanto) (a) commences Celgene Intellectual Property or participates Celgene Collaboration Intellectual Property that is licensed to Agios under this Agreement in any action or proceeding (including, without limitation, any patent opposition or re-examination proceedingsubject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or otherwise asserts reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any claimof its Affiliates or Licensee Partners against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, challenging request or denying order) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the validity or enforceability other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the Patent Rights licensed activities described in the foregoing clause prior to said Party such Change of Control; provided that a Party’s right to terminate this Agreement under this AgreementSection 14.3(d) shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) said Party-licensee shall give notice thereof to the Party-licensor within [**] days after the effective date of taking such action and (ii) Change of Control. If a Licensee Partner of either Party challenges the Party-licensor will have the rightvalidity, scope or enforceability of or otherwise opposes any Patent included in its sole discretion to give notice to the Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of the Patent Rights licensed to the Party-licensee intellectual property described in this Section 14.3(d) under this Agreement will terminate which such Sublicensee is sublicensed in thirty (30) days following such notice (any action or such longer period as the Party-licensor may designate in such notice), and, unless the Party-licensee and/or its Affiliates cease(s) all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such thirty (30)-day period, such licenses will so terminate. In the event that the Party-licensor is not permitted under applicable Law to terminate the licenses with respect to all the Patent Rights licensed under this Agreement to the Party-licenseeproceeding, then the Parties agree Party that granted such sublicense shall, upon written notice from the other Party, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement and the Master Agreement to construe this provision as to permit amend claims within a pending patent application of the other Party during the course of the Pursuing Party-licensor to terminate the licenses to that portion ’s Prosecution of such Patent Rights with respect to which the Party-licensor has the legal right to do so. To be clear, pending patent application or in defense of a dispute, which could involve determinations on issues such as claim scope, constructionThird Party proceeding, or interpretation, does not constitute challenging or denying the validity or enforceability to make a negative determination of any patentability of the Patent Rights unless a Party-licensee actually contests the validity, enforceability, and/or requests reexamination of or opposes a patent or contests the allowance or issuance claims of a patent application of the other Party or to abandon a patent application of the other Party during the course of the Pursuing Party’s Prosecution of such pending patent application, shall not constitute a challenge under this Section 14.3(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or actively assists disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Agios Patent, Celgene Collaboration Patent or Agios Co-Co Collaboration Patent (including Joint Collaboration Patents) to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other person or entity to do so. AlsoPerson with respect to, challenging or denying the validity or enforceability of any of the Patent Rights does not include provoking or participating in an interference proceedingChallenge.