Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of 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, request or 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 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 activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 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”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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 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 with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have the right to Lyell may terminate this Agreement solely on upon notice to GSK in the event that a Licensed Product-by-Licensed Product basis upon written notice if the other Party Related Party, or any of its Affiliates challenges Third Party designated by a Related Party, takes any action, directly or 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, scope enforceability, or otherwise oppose, any Lyell Patent Rights that are included in the license granted to GSK under this Agreement (or any Patents licensed to Lyell under a Lyell License Agreement) in any court or tribunal or any patent office in a jurisdiction, or in any arbitration proceeding, including in connection with an opposition 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, a Related Party acting as a defendant in a patent infringement claim, lawsuit or 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 or otherwise opposes any such Lyell Patent (i) included in Rights to the Vividion Intellectual Property extent being enforced against such Related Party, and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included with respect to Patents licensed to Lyell under a Lyell License Agreement, a Related Party acting as a defendant in a patent infringement claim, lawsuit or other action maintained by Lyell or the Lyell Licensor may assert as a defense in such proceeding 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 Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to manner permitted by the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of 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, request or 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 terms of the other Party (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 “Challenging Party”) that first becomes such an Affiliate Lyell License Agreements as a result of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 Licensee Partner is sublicensed in any action or proceedingassistance by GSK, then Celgene shall, upon written notice from Vividion, terminate such sublicense. For the avoidance of doubt, an action by a Party its Affiliate or any of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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 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 with respect to, any ChallengeSublicensee.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in In the Vividion Intellectual Property and event that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party Spark or any of its Affiliates or Licensee Partners sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right [***] 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 against the other Party Spark or any of its Affiliates 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 14.3(d) shall not apply sublicensees with respect to any actions undertaken product or technology other than Licensed Particles or (ii) any patent challenge commenced by an Affiliate of the 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 activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 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”) in accordance with this Agreement or the Master 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, that after the Effective Date acquires or to make a negative determination of 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 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 is acquired by Spark or any of its Affiliates or Licensee Partners are sublicensees or become privy as a consequence its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the rights granted acquisition or merger agreement relating to Celgene pursuant to Article Xsuch acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, in initiating, requesting, making, filing or maintaining, individually or in funding association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise assisting opposes any such MIT Patent through any administrative, judicial or other Person similar proceeding with respect toto such MIT Patent, any ChallengeSelecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Shared Product-by-Licensed Shared Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion 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) included in the Celgene Patents Intellectual Property or Celgene License Co-Co Collaboration Patents Intellectual Property that is licensed to Vividion under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of 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, request or 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 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 activities described in the foregoing clause prior to such Change of Control; provided that, that a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 Licensee Partner is sublicensed in any action or proceeding, then Celgene the Party that granted such sublicense shall, upon written notice from Vividionthe 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 or and the Master 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, or to make a negative determination of 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 disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion PatentsPatent, Celgene License Co-Co Collaboration Patent or Vividion Co-Co Collaboration Patent (including Joint Co-Co Patents or and Joint Patents Patents) to which a Party or any of its Affiliates or Licensee Partners (sub)licensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Each Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if to the other effective upon receipt, if a Party or any of its wholly-owned Affiliates formally challenges the validity, scope or enforceability validity of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and Patents that is are licensed to Celgene it under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d14.2(e), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either a Party or any of its wholly-owned Affiliates or Licensee Partners under this Agreement against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, request or order), ; it being understood and agreed that either a Party’s right to terminate this Agreement under this Section 14.3(d14.2(e) shall not apply to any actions undertaken by an Affiliate of the other such Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging such Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 14.3(d) shall apply to actions undertaken by Control if such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate terminates or otherwise cease ceases participating in such action, proceeding, challenge or opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner sublicensee of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any a Party initiates a Challenge of the intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding14.2(e), then Celgene such Party shall, upon written notice from Vividionthe 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 or the Master 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, or to make a negative determination of 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 sublicensees do not, use or 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 sublicensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article Xthis Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either In the event that a Party shall have the 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 any of more its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and that is licensed to Celgene under this Agreement in any action case of Alnylam) or proceeding, or Related Parties (ii) included in the Celgene Patents case of Monsanto) (a) commences or Celgene License Collaboration Patents under this Agreement participates in any action or proceeding (subject to the exceptions described in this Section 14.3(dincluding, without limitation, any patent opposition or re-examination proceeding), a “Challenge”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 than as may be necessary person or reasonably required to assert a defense, cross-claim entity in bringing or a counter-claim in an prosecuting any action or proceeding asserted by either Party (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 Affiliates or Licensee Partners against sole discretion to give notice to the other Party Party-licensee that the licenses granted to the Party-licensee with respect to all or any portion of its Affiliates or the Patent Rights licensed to respond to a court request or order or administrative law, request or order), it being understood and agreed that either the Party’s right to terminate -licensee under this Agreement under this Section 14.3(d) shall not apply to any actions undertaken by an Affiliate of the 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 activities described will terminate in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after following such notice (or such longer period as the effective date 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 Change 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 Control. If any of the Patent Rights unless a Licensee Partner of Celgene challenges Party-licensee actually contests the validity, scope 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 or otherwise opposes any Patent included in any of the intellectual property described Patent Rights does not include provoking or participating in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or an interference 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”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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 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 with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Shared Product-by-Licensed Shared Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion 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) included in the Celgene Patents Intellectual Property or Celgene License Co-Co Collaboration Patents Intellectual Property that is licensed to Vividion under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d14.2(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim counter¬claim in an action or proceeding asserted by either Party or any of 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, request or order), ) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d14.2(d) shall not apply to any actions undertaken by an Affiliate of the 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 activities described in the foregoing clause prior to such Change of Control; provided that, that a Party’s right to terminate this Agreement under this Section 14.3(d14.2(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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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(d14.2(d) under which such Licensee Partner is sublicensed in any action or proceeding, then Celgene the Party that granted such sublicense shall, upon written notice from Vividionthe 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 or and the Master 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, or to make a negative determination of 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(d14.2(d). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion PatentsPatent, Celgene License Co-Co Collaboration Patent or Vividion Co-Co Collaboration Patent (including Joint Co-Co Patents or and Joint Patents Patents) to which a Party or any of its Affiliates or Licensee Partners (sub)licensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Each Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if to the other effective upon receipt, if a Party or any of its wholly-owned Affiliates formally challenges the validity, scope or enforceability validity of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and Patents that is are licensed to Celgene it under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d14.2(e), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either a Party or any of its wholly-owned Affiliates or Licensee Partners under this Agreement against the other Party or any of its Affiliates or to respond to a court request or order or administrative law, request or order), ; it being understood and agreed that either a Party’s right to terminate this Agreement under this Section 14.3(d14.2(e) shall not apply to any actions undertaken by an Affiliate of the other such Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Change of Control involving the Challenging such Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 14.3(d) shall apply to actions undertaken by Control if such new Affiliate if the Challenging Party is the acquiror in such Change of Control and such new Affiliate does not terminate terminates or otherwise cease ceases participating in such action, proceeding, challenge or opposition within thirty (30) [***] days after the effective date of such Change of Control. If a Licensee Partner sublicensee of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any a Party initiates a Challenge of the intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding14.2(e), then Celgene such Party shall, upon written notice from Vividionthe 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 or the Master 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, or to make a negative determination of 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 sublicensees do not, use or 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 sublicensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article Xthis Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed ProductProgram-by-Licensed Product Program basis upon written notice if the other Party or any of its Affiliates Affiliate (as defined in Section 1.2(a)) challenges the validity, scope or enforceability of or otherwise opposes any Patent (ia) included in the Vividion Intellectual Property [***] and that is licensed to Celgene under this Agreement in any action or proceedingAgreement, or (iib) included in the Celgene Patents or Celgene License Collaboration Patents [***] and that is licensed to Juno under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than in either case as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of 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, request or order), ) it being understood and agreed that either Party’s right to terminate this Agreement under this Section 14.3(d) 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 Change of Control Business Combination involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of ControlBusiness Combination; provided that, that a Party’s right to terminate this Agreement under this Section 14.3(d) 11.5 shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Change of Control Business Combination and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or opposition within thirty (30) days [***] after the effective date of such Change of ControlBusiness Combination. If a Licensee Partner Sublicensee of Celgene a Party challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in any the [***] (in the case of a Sublicensee of Celgene), or (ii) included in the intellectual property described [***] (in this Section 14.3(d) the case of a Sublicensee of Juno), in each case under which such Licensee Partner Sublicensee is sublicensed in any action or proceedingsublicensed, then Celgene such Party shall, upon written notice from Vividion[***], terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates Affiliate (as defined in Section 1.2(a)) (collectively the “Pursuing Prosecuting Party”) in accordance with this Agreement or the Master Agreement Article 7 to amend claims within a pending patent application of the other Party during the course of the Pursuing Prosecuting Party’s Prosecution and Maintenance of such pending patent application or in defense of a Third Party proceeding, or to make a negative determination of 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 Prosecuting Party’s Prosecution and Maintenance 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 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 with respect to, any Challenge11.5.

Termination for Patent Challenge. Either Party 2-BBB shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice to OV effective upon receipt, if the other Party OV or any of its wholly-owned Affiliates formally challenges the validity, scope or enforceability validity of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and Patents that is are licensed to Celgene OV under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d14.2(e), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party OV or any of its wholly-owned Affiliates or Licensee Partners under this Agreement against the other Party 2-BBB or any of its Affiliates or to respond to a court request or order or administrative law, request or order), ; it being understood and agreed that either Party2-BBB’s right to terminate this Agreement under this Section 14.3(d14.2(e) shall not apply to any actions undertaken by an Affiliate of the other Party (the “Challenging Party”) OV that first becomes such an Affiliate as a result of a Change of Control involving the Challenging PartyOV, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that, a Partythat 2-BBB’s right to terminate this Agreement under this Section 14.3(d14.2(e) shall apply to actions undertaken by such new Affiliate if the Challenging Party OV is the acquiror acquirer in such Change of Control and such new Affiliate does not terminate or otherwise cease participating in such action, proceeding, challenge or opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner sublicensee of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Patent included in any OV initiates a Challenge of the intellectual property described in this Section 14.3(d) under which such Licensee Partner is sublicensed in any action or proceeding14.2(e), then Celgene OV shall, upon written notice from Vividion2-BBB, 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 or the Master 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, or to make a negative determination of 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 sublicensees do not, use or 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 sublicensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article Xthis Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Agios 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) included in the Celgene Patents Intellectual Property or Celgene License Collaboration Patents Intellectual Property that is licensed to Agios under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of 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, request or 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 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 activities described in the foregoing clause prior to such Change of Control; provided that, that a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days [**] after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 Licensee Partner Sublicensee is sublicensed in any action or proceeding, then Celgene the Party that granted such sublicense shall, upon written notice from Vividionthe 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 or and the Master 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, or to make a negative determination of 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 disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion PatentsAgios Patent, Celgene License Collaboration Patents Patent or Agios Co-Co Collaboration Patent (including Joint Patents Collaboration Patents) to which a Party or any of its Affiliates or Licensee Partners sublicensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have has the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis Collaboration Target‑by‑Collaboration Target basis, upon written notice if 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 of its Affiliates challenges Patents within the validity, scope or enforceability of or otherwise opposes any Patent Joint Technology (i) included in the Vividion Intellectual Property and that is licensed with respect to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted 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 Affiliates or Licensee Partners against 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 that first become an Affiliate of a Party after the Effective Date in connection with a merger or 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 of its Affiliates or to respond to non‑Affiliate Sublicensee, a court request or order or administrative law, request or order), it being understood and agreed that either Party’s Party will not have the right to terminate this Agreement under this Section 14.3(d13.4 (Termination for Patent Challenge) shall not apply with respect to any actions undertaken by an Affiliate of Collaboration Target if the other Party (i) causes such Patent Challenge to be terminated or dismissed (or in the “Challenging Party”) that first becomes case of ex‑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 an Affiliate Sublicensee to withdraw as a result of a Change of Control involving party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge) or (ii) terminates such Sublicensee’s sublicense to the Challenging PartyPatents being challenged by the Sublicensee, where such new Affiliate was undertaking any in each case, within [***] days of the activities described in the foregoing clause prior to such Change of Control; provided that, a terminating Party’s right notice to terminate this Agreement the other Party under this Section 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 opposition within thirty 13.4 (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Termination for Patent included in any of the 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”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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(dChallenge). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners do not, use or 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 with respect to, any Challenge.

Termination for Patent Challenge. Either In the event that a Party or 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 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 any Sublicensee, upon [***] prior written notice to such Party; provided that the other Party shall not have the right to terminate this Agreement solely (x) if such Party withdraws or causes to be withdrawn such action within such [***] period or (y) if such Party (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 a Licensed Product-by-Licensed Product basis upon written notice if the behalf of other Party (or any of its Affiliates challenges the validityAffiliate) against such Party (or its Affiliate) or such Third Party, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), connection with an assertion of a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of its Affiliates or Licensee Partners against claim. In the event that the other Party or notifies such Party in writing that any of its Affiliates such Party’s Sublicensees directly takes any action, or knowingly provides financial or other assistance (including direct legal or technical advice) to respond any Third Party, to challenge in a court request or order or administrative lawproceeding any claim in any Stoke MECP2 Patent, request Stoke [***] Patent, Stoke SYNGAP1 Patent, Acadia SYNGAP1 Patents or order)other Acadia Patents as being invalid, it being understood and agreed that either unenforceable or otherwise not patentable, then such Party shall terminate such Sublicensee’s sublicense in its entirety, unless (A) such action by such Sublicensee is withdrawn within [***] after the other Party’s right notice to terminate this Agreement under this Section 14.3(dsuch Party thereof or (B) shall not apply to any actions undertaken 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 an Affiliate or on behalf of the other Party (the “Challenging or its Affiliate) against such Sublicensee (or its affiliate) or such Third Party”) that first becomes such , or otherwise in connection with an Affiliate as a result assertion of a Change of Control involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Change of Control; provided that, cross-claim or a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 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”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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 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 with respect to, any Challengecounter-claim.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party If (a) Sobi or any of its Affiliates challenges the validity, scope scope, or enforceability of of, or otherwise opposes opposes, any Apellis Patent (i) included in the Vividion Intellectual Property and that is licensed to Celgene under this Agreement Right in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim claim, or a counter-claim in an action or proceeding asserted by either Party Apellis or any of its Affiliates or Licensee Partners other sub/licensees or the counterparty to an Upstream Agreement or their licensees or assignees against the other Party Sobi or any of its Affiliates or Sublicensees, or to respond to a court request or order or administrative law, agency request or order), it being understood (each such challenge, a “Challenge”) or (b) any of Sobi’s Sublicensees participates in a Challenge and agreed that either Party’s 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 its applicable Affiliate or Sublicensee has filed a motion to dismiss with prejudice such action or caused such action to be dismissed with prejudice within [**] following receipt of such 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(d14.3 (Termination for Patent Challenge) shall not apply to with respect to: (a) any actions undertaken by an Affiliate of the other Party (the “Challenging Party”) Sobi that first becomes such an Affiliate as a result of a Change an acquisition of Control involving the Challenging Partyall or any part of Sobi or any of its Affiliates, where such new Affiliate was undertaking any of the activities described participating in the foregoing clause Challenge prior to such Change of Controlacquisition; provided that, (b) situations where Sobi or its Affiliate or Sublicensee is to participate in a Party’s right challenge to terminate this Agreement under this Section 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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner of Celgene challenges the validity, scope scope, or enforceability of of, or otherwise opposes oppose, any Apellis Patent included Right pursuant to a subpoena or court order or participates in any of the intellectual property described in this Section 14.3(d) under which such Licensee Partner a proceeding that 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 initiated by a Party or any patent office and not at the instigation of its Affiliates (collectively the “Pursuing Party”) in accordance with this Agreement or the Master 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, or to make a negative determination of 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 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 Sobi or any of its Affiliates or Licensee Partners are Sublicensees. For clarity, this Section 14.3 (Termination for Patent Challenge) shall not apply to arguments made by Sobi or become privy as a consequence its Affiliates or Sublicensees that distinguish the inventions claimed in an Apellis Patent Right from those claimed in the patent applications owned or controlled by Sobi or any of its Affiliates or Sublicensees in 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 with respect to, any Challengeordinary course of ex parte prosecution of such patent applications.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion BioAtla Intellectual Property or BioAtla Collaboration Intellectual Property and that is licensed to Celgene BeiGene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents BeiGene Intellectual Property or Celgene License BeiGene Collaboration Patents Intellectual Property that is licensed to BioAtla under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either Party or any of its Affiliates or Licensee Partners Selling Parties against the other Party or any of its Affiliates 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 14.3(d14.3(e) shall not apply to any actions undertaken by an Affiliate of the 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 activities described in the foregoing clause prior to such Change of Control; provided that, that a Party’s right to terminate this Agreement under this Section 14.3(d14.3(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 opposition within thirty (30) days after the effective date of such Change of Control. If a Licensee Partner Selling Party of Celgene 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(d14.3(e) under which such Licensee Partner Selling Party is sublicensed in any action or proceeding, then Celgene the Party that granted such sublicense shall, upon written notice from Vividionthe 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 or the Master 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, or to make a negative determination of 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(d14.3(e). Neither Party shall, and each Party shall ensure that its Affiliates and Licensee Partners Selling Parties do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion BioAtla Patent, BeiGene Collaboration Patent or BioAtla Collaboration Patent (including Joint Patents, Celgene License Collaboration Patents or Joint Patents ) to which a Party or any of its Affiliates or Licensee Partners (sub)licensees are or become privy as a consequence of the rights granted to Celgene such Party pursuant to Article X, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement solely on a Licensed Product-by-Licensed Product basis upon written notice if the other Party or any of its Affiliates challenges the validity, scope or enforceability of or otherwise opposes any Patent (i) included in the Vividion Agios Intellectual Property and that is licensed to Celgene under this Agreement in any action or proceeding, or (ii) included in the Celgene Patents or Celgene License Collaboration Patents that is licensed to Agios under this Agreement in any action or proceeding (subject to the exceptions described in this Section 14.3(d), a “Challenge”) (other than as may be necessary or reasonably required to assert a defense, cross-claim or a counter-claim in an action or proceeding asserted by either such Party or any of 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, request or 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 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 activities described in the foregoing clause prior to such Change of Control; provided that, a Party’s right to terminate this Agreement under this Section 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 opposition within thirty (30) days [**] after the effective date of such Change of Control. If a Licensee Partner of Celgene 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 Licensee Partner is sublicensed in any action or proceeding, then Celgene shall, upon written notice from VividionLicensor, terminate such sublicense. For the avoidance of doubt, an action by a Party or any of its Affiliates Affiliate (collectively the “Pursuing Party”) in accordance with this Agreement or and the Master 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, or to make a negative determination of 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 disclose any Confidential Information of the other Party or any nonpublic information regarding the Prosecution or enforcement of any Vividion Agios 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 with respect to, any Challenge.