Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. If, during the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right to terminate this Agreement upon at least [***] prior written notice to AbbVie; provided, that Morphic shall not have the right to terminate this Agreement if within [***] after receipt of such written notice from Morphic, (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In addition, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same.

Termination for Patent Challenge. If, during If the Term, AbbVie applicable Licensee or any of its Affiliates or Sublicensees of Morphic Patents under this Agreementsublicensees directly or indirectly brings, assumes or participates in, or knowingly, willfully or recklessly assists in bringing a Patent Challenge, then the following shall apply: (a) [***]in the case of Beam as the Licensor, Beam may terminate this Agreement in its entirety immediately upon written notice to Verve; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right to terminate this Agreement upon at least [***] prior written notice to AbbVie; provided, that Morphic shall not have the right to terminate this Agreement if within [***] after receipt of such written notice from Morphic, (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedingsVerve as the Licensor, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have Verve may terminate the power license granted to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement Beam pursuant to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes 2.1.3 immediately upon written notice to Beam. For the avoidance of doubt, any action described in clause (a) or (b) of participation by the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVieLicensee, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or sublicensees or its (sub)licensees. In additionor their employees in any claim, Morphic challenge or proceeding that the Licensee, such Affiliates or sublicensees or such employees are required to participate in 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 the Licensee, such Affiliates or sublicensees or such employees shall not have the constitute a Patent Challenge under this Section 15.4 and shall not give rise to Licensor’s right to terminate any license hereunder. Notwithstanding anything to the contrary in this Agreement but only to the extent permitted by and consistent with the relevant Third Party Agreement (if any) under which the Challenged Patent Right is sublicensed to the Licensee, the Licensor shall not be entitled to exercise its termination rights pursuant to this Section 12.2.5 if 15.4 based upon any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate by a sublicensee of AbbVie the Licensee, if AbbVie causes such Patent Challenge to be has been withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that Licensee has terminated such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY sublicense within [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate on which the Licensor notifies the Licensee of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance its intent to any Person in respect of the sameexercise its termination rights pursuant to this Section 15.4.

Termination for Patent Challenge. If, during the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: Neurocrine (a) [***]; commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of Voyager Licensed Patent Rights, except in the normal course of patent prosecution, or (b) [***] actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or reexamination proceeding) challenging or denying the validity or enforceability of any claim of Voyager Licensed Patent Rights (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5then, Morphic to the extent permitted by applicable Laws, Voyager shall have the right right, exercisable within sixty (60) days following receipt of notice regarding such Patent Challenge, in its sole discretion, to terminate this Agreement upon at least [***] prior written with respect to such Voyager Patent Right(s), such termination to be effective ninety (90) days following such notice (or such longer period as Voyager may designate in such notice) unless Neurocrine withdraws or causes to AbbVie; provided, that Morphic shall not have the right to terminate this Agreement if within [***] after receipt of be withdrawn all such written notice from Morphic, (ichallenge(s) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate Neurocrine does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly Neurocrine ceases providing actively assisting any support or assistance to any Person with respect other party to such Patent Challenge and, to the extent AbbVie or any of its Affiliates Neurocrine is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues within such Patent Challenge or, knowingly, the provision of any direction, support or assistance ninety (90)-day period. The foregoing sentence shall not apply (i) with respect to any Person in respect of the same or (ii) if such Voyager Licensed Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) Rights that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, Voyager first asserts against AbbVie or its Affiliate or Sublicensee by Morphic Neurocrine or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or its (sub)licensees. In addition, Morphic shall not have the right ii) with respect to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate Patent Challenge commenced by a Third Party that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (acquires or in the case of ex-parte proceedingsis acquired by Neurocrine or its Affiliates or its or their business or assets, multi-party proceedingswhether by stock purchase, merger, asset purchase or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawnotherwise, such Affiliate knowingly ceases providing any direction, support or assistance to any Person but only with respect to such Patent Challenge and, Challenges commenced prior to the extent closing of such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSEDacquisition. The following will not be considered a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of : (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor complying with any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support applicable Law or assistance to any Person in respect of the samecourt order.

Termination for Patent Challenge. IfIf Allergan (A) commences or actively, during directly and voluntarily participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the Term, AbbVie validity or enforceability of any claim of its Affiliates or Sublicensees of Morphic Patents any Licensed Compound Patent that is licensed to Allergan under this Agreement: (a) [***]; Agreement or (bB) [***] actively, directly and voluntarily assists any other person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of any such Licensed Compound Patent (each of (aA) and (bB), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic Assembly shall have the right right, in its sole discretion, to terminate this Agreement upon at least [***] prior written give notice to AbbVie; providedAllergan that Assembly may terminate the licenses granted under such Licensed Compound Patents to Allergan ninety (90) days following such notice, that Morphic shall not have the right and, unless Allergan withdraws or causes to terminate this Agreement if within [***] after receipt of be withdrawn all such written notice from Morphic, (ichallenge(s) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate Allergan does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly Allergan ceases providing assisting any support or assistance to any Person with respect other party to such Patent Challenge and, to the extent AbbVie or any of its Affiliates Allergan is a party to such Patent Challenge, it withdraws from such Patent ChallengeChallenge within such ninety (90) and providedday period, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic Assembly shall not have the right to terminate this Agreement pursuant by providing written notice thereof to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of Allergan. The foregoing right to terminate shall not apply where the foregoing definition of Patent Challenge (x) in is the assertion of a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, to an action for infringement first brought by Assembly against Allergan. For the avoidance of intellectual property asserteddoubt, filed, or threatened to be filed, against AbbVie any participation by Allergan or its Affiliate employees in any claim, challenge or Sublicensee by Morphic proceeding in response to a subpoena or any of its Affiliates as required under a pre-existing agreement between Allergan’s employee(s) or its (sub)licensees. In addition, Morphic consultant(s) and their prior employer(s) shall not have the constitute active and voluntary participation or assistance and shall not give rise to Assembly’s right to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the samelicense hereunder.

Termination for Patent Challenge. IfExcept to the extent unenforceable under Applicable Law, during the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right to Ionis may terminate this Agreement in its entirety upon at least [***] prior written notice of termination to AbbVie; providedOtsuka if Otsuka or its Affiliates or Sublicensees (individually or in association with any Person) commences or assists a Third Party in commencing or conducting a Patent Challenge with respect to any Ionis Patent Right, that Morphic provided that, Ionis shall not have the right to terminate this Agreement if on account of such Patent Challenge (a) if, within [***] after receipt by Otsuka of such the written notice from MorphicIonis as set forth above in this Section 14.5 (Termination for Patent Challenge), (i) AbbVie Otsuka or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of any ex-parte proceedingsproceeding, multi-party proceedingsproceeding, or other Patent Challenges Challenge that AbbVie Otsuka or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie Otsuka and its Affiliate, as applicable, knowingly ceases providing any support or assistance direction to any Person with respect to such Patent Challenge and, to the extent AbbVie Otsuka or any of its Affiliates is a party to such Patent ChallengeChallenge and to the extent permitted by the applicable tribunal, it withdraws from such Patent Challenge) and provided, provided that neither AbbVie Otsuka nor any AbbVie Affiliate of its Affiliates thereafter continues such Patent Challenge or, knowingly, the provision of knowingly provides any direction, support or assistance direction to any Person in respect of the same or (iib) if such in the case of any Patent Challenge is brought commenced by a Sublicensee, AbbVie Sublicensee of Otsuka or its Affiliate Affiliate, if Otsuka or its Affiliate, as applicable, terminates such Sublicensee’s sublicense or other right or authorization to under any Ionis Technology within [***] after receipt by Otsuka of the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such applicable written notice from Ionis as set forth above in this Section 14.5 (Termination for Patent Challenge, unless ). If Xxxxx has the right to terminate this Agreement in accordance with this Section 14.5 (Termination for Patent Challenge) but such termination is prohibited under Applicable Law, then in lieu of such termination, [***]. If Ionis [***], then [***]. Notwithstanding the foregoing, Morphic Ionis shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 14.5 (Termination for Patent Challenge) if AbbVie Otsuka or any of its Affiliates or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of their Sublicensees commences a Patent Challenge (xi) in a proceeding involving a Morphic an Ionis Patent where AbbVie, an Affiliate Right in which Otsuka or Sublicensee any of its Affiliates or its or their Sublicensees has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (yii) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, filed or threatened to be filed, filed against AbbVie or its Affiliate or Sublicensee by Morphic Otsuka or any of its Affiliates or its (sub)licensees. In addition, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if or their Sublicensees by Ionis or any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (its Affiliates or in the case of ex-parte proceedings, multi-party proceedings, its or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the sametheir Sublicensees.

Termination for Patent Challenge. IfTo the extent permitted by Applicable Law, during the Term, AbbVie if Xxxxxxx or any of its Affiliates Challenges any Patent included in the MeiraGTx Patents, MeiraGTx Research Patents or Sublicensees of Morphic Joint Patents under this Agreement: in any country in the Territory (a) [***]; or (b) [***] (each of (a) and (b)such Patent, a “Patent ChallengeChallenged Patent”), then except as otherwise set forth in this Section 12.2.5MeiraGTx may, Morphic shall have the right to terminate this Agreement upon at least [***] prior following written notice to AbbVie; provided, Xxxxxxx and provided that Morphic shall Xxxxxxx or its Affiliate does not have the right to terminate this Agreement if withdraw such Challenge within [***] after receipt of such notice, terminate this Agreement in its entirety by providing written notice from Morphicof termination to Xxxxxxx; provided that this Section 15.2(c) will not apply to, and MeiraGTx may not terminate this Agreement with respect to (i) AbbVie any claim or proceeding that would otherwise be a Challenge hereunder to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Xxxxxxx or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase, or otherwise; provided that such proceeding commenced prior to the closing of such acquisition; (ii) any claim or proceeding by a licensor of a product licensed by Xxxxxxx for which the licensor has an existing challenge, whether in a court or administrative proceeding, against any MeiraGTx Patent, MeiraGTx Research Patent or Joint Patent; (iii) any Challenge required to be commenced pursuant to an order of a Governmental Authority or Applicable Law; (iv) any Challenge that is commenced by a Sublicensee; provided that Xxxxxxx demands that such Sublicensee withdraw such Challenge [***] after Xxxxxxx becomes aware of such Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Challenge within [***] after receipt of such demand from Xxxxxxx; (v) any proceeding not initiated, directed or controlled by or on behalf of Xxxxxxx or one of its Affiliates, for which Xxxxxxx or the Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case may be, opposes, or assists any Third Party to oppose, the grant of exa MeiraGTx Patent, MeiraGTx Research Patent or Joint Patent pursuant to any application in relation thereto in an administrative proceeding, such as a patent re-parte proceedingsexamination, multi-party proceedingsinter partes review, or other post grant proceeding or opposition; (vi) challenges by an open forum entity or other industry group in which Xxxxxxx or its Affiliates or Sublicensees do not direct or control the action of such entity; (vii) general activities not specifically directed to a particular Patent, such as amicus briefs on cases not involving any MeiraGTx Patent, MeiraGTx Research Patent Challenges that AbbVie or such Affiliate does Joint Patent; (viii) lobbying or other efforts directed to patent issues generally and not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge andspecific Patent; (ix) any affirmative defense or other validity, to the extent AbbVie enforceability, or any of its Affiliates is a party to such Patent Challengenon-infringement challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person whether in respect of the same action or (ii) if such Patent Challenge is brought in any other agency or forum of competent jurisdiction, advanced by a SublicenseeXxxxxxx, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In addition, Morphic shall not have the right Sublicensees in response to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (claim or action brought in the case of ex-parte proceedings, multi-party proceedingsfirst instance by, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw on behalf of, MeiraGTx or cause to be withdrawn, such Affiliate knowingly ceases any Third Party; (x) providing any direction, support documents or assistance testimony in response to any Person discovery requests or court order in a valid legal process not directed to Challenging any Challenged Patent; or (xi) any Challenge related to any Clinical IRD Patent, CMC Development Patent, Research IRD Patent or Xxxxxxx Research IRD Patent for which Xxxxxxx’x reasonable input with respect to such Patent Challenge andPatent’s prosecution, maintenance or enforcement pursuant to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of Section 11.4 or Section 11.5 was not included in any filings or correspondence with patent authorities or otherwise accepted or pursued by MeiraGTx (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the sameas applicable).

Termination for Patent Challenge. If, during the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right to VistaGen may terminate this Agreement immediately upon at least [***] prior written notice to AbbVie; providedEverInsight if EverInsight or its Affiliates or its or their Sublicensees, that Morphic shall not have individually or in association with any other person or entity, directly or indirectly, commences or participates in a Challenge to the right to terminate this Agreement if validity or enforceability of any Licensed Patents, unless EverInsight, such Affiliate or Sublicensee dismisses or withdraws such Challenge within [*****] after receipt of such written notice from Morphicdays, (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent a Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate EverInsight terminates such Sublicensee’s the sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to agreement with such Sublicensee related within [*****] days. EverInsight may terminate the license granted by EverInsight to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate VistaGen this Agreement pursuant (but retain the license granted by VistaGen to this Section 12.2.5 EverInsight hereunder) immediately upon prior written notice to VistaGen if AbbVie VistaGen or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In additionor their Sublicensees, Morphic shall not have individually or in association with any other person or entity, directly or indirectly, commences or participates in a Challenge to the right to terminate this Agreement pursuant to this Section 12.2.5 if validity or enforceability of any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to EverInsight Patents, unless VistaGen, such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes or Sublicensee dismisses or withdraws such Patent Challenge to be withdrawn (within [*****] days, or in the case of ex-parte proceedingsa Challenge by a Sublicensee, multi-party proceedings, or other Patent Challenges that VistaGen terminates the sublicense agreement with such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is Sublicensee within [*****] days. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE IT VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY VISTAGEN THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same.

Termination for Patent Challenge. If, during the Term, AbbVie If Ipsen or any of its Affiliates or Sublicensees Sublicensees, directly or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of Morphic Patents under this Agreement: any Patent with the Exicure Licensed Technology (a) [***]; or (b) [***] (each of (a) and (b)each, a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall Exicure will have the right to terminate this Agreement upon at least Agreement, either in its entirety or with respect to the applicable Program to which a challenge relates, on [***] prior written notice to AbbVieIpsen; providedsuch termination to be effective immediately following such notice period; provided that if Ipsen or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] after being requested to do so by Exicure in writing (which termination notice will be deemed a request), that Morphic shall not then Exicure will have the no right to terminate this Agreement pursuant to this Section 13.4. For clarity, Exicure may not terminate this Agreement pursuant to this Section 13.4 if Ipsen or its Affiliate or Sublicensee is required by legal process to be joined as a party in any Patent Challenge by a Third Party. In addition, notwithstanding the foregoing, Exicure will have no right to terminate this Agreement pursuant to this Section 13.4 with respect to: (a) any affirmative defense or other validity, enforceability, or non- infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by Ipsen, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, Exicure or any Third Party, or (b) any Patent Challenge that is commenced by a Sublicensee, provided that Ipsen demands that such Sublicensee withdraw such Patent Challenge [***] and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within [***] after receipt of such written notice from Morphic, (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable LawIpsen. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In addition, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] - Certain portions of the date such Affiliate first becomes an Affiliate of AbbVie exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (Bii) [***] following information that the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support Company treats as private or assistance to any Person in respect of the same.confidential. EXECUTION VERSION

Termination for Patent Challenge. IfExcept to the extent unenforceable under Applicable Law, during the TermAvidity may terminate this Agreement in its entirety upon [***] written notice of termination to BMS if BMS, AbbVie or any of its Affiliates or Sublicensees commences (or assists a Third Party to commence) any interference or opposition proceeding with respect to the scope, validity, or enforceability of Morphic Patents under this Agreement: any Avidity Patent in the Territory that Covers a Licensed Product in any court, tribunal, arbitration proceeding, or other proceeding (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”); provided that, then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right if BMS or its Affiliate or Sublicensee withdraws (or causes to terminate this Agreement upon at least [***] prior written notice to AbbVie; provided, that Morphic shall not have the right to terminate this Agreement if be withdrawn) such Patent Challenge within [***] after receipt of such written being requested to do so by Avidity in writing (which termination notice from Morphicwill be deemed a request), (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not then Avidity will have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the no right to terminate this Agreement pursuant to this Section 12.2.5 11.4 (Termination for Patent Challenge). For the avoidance of doubt, Avidity may not terminate this Agreement pursuant to this Section 11.4 (Termination for Patent Challenge) if AbbVie BMS or its Affiliate or Sublicensee takes is required by legal process to be joined as a party in any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a courtThird Party. In the event of such a Patent Challenge, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required Avidity will provide prompt written notice of such Patent Challenge to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licenseesBMS. In addition, Morphic notwithstanding the foregoing, Avidity shall not have the no right to terminate this Agreement pursuant to this Section 12.2.5 if 11.4 (Termination for Patent Challenge) with respect to: (a) any Affiliate that affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction advanced by BMS, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first becomes an Affiliate instance by, on behalf of, Avidity or any of AbbVie its Affiliates or licensees; (b) any Patent Challenge to the extent commenced by a Third Party that, after the Effective Date was undertaking activities in connection with a Date, acquires or is acquired by BMS or any of its Affiliates or its of their business or assets, whether by stock purchase, merger, asset purchase or otherwise; provided that such proceeding commenced prior to the closing of such acquisition; or (c) any Patent Challenge prior to that is commenced by a Sublicensee; provided that BMS demands that such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes Sublicensee withdraw such Patent Challenge to be withdrawn (or in the case promptly after BMS becomes aware of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge or, knowingly, the provision within 60 days after receipt of any direction, support or assistance to any Person in respect of the samenotice from BMS.

Termination for Patent Challenge. IfExcept to the extent the following is unenforceable under Applicable Laws of a particular jurisdiction where the applicable Mersana Patents are pending or issued, during the Term, AbbVie if GSK or any of its Affiliates or Sublicensees Sublicensees, without the prior written consent of Morphic Patents under this Agreement: Xxxxxxx, voluntarily commences, or affirmatively requests that any Third Party commence, or voluntarily assists any Third Party in commencing or participating in, proceedings (awhether before an administrative body or a court) [***]; anywhere in the Territory alleging that any claim in any Mersana Patent is invalid, unenforceable, or (b) [***] otherwise not patentable (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic Mersana shall have the right to terminate this Agreement upon at least the license granted to GSK pursuant to Section 4.1 (License Grant to GSK) [**] on [**] prior written notice to AbbVie; provided, that Morphic shall not have the right GSK unless: (a) GSK or its applicable Affiliate or Sublicensee withdraws or otherwise terminates (or causes to terminate this Agreement if be withdrawn or otherwise terminated) such Patent Challenge within [***] after following receipt of such written notice from Morphic, Mersana [**]; (ib) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought part of a defense or counterclaim against a claim that GSK or the applicable Affiliate or Sublicensee is infringing such Mersana Patent or otherwise as part of a defense of any claims raised by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if AbbVie Mersana or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, licensee against AbbVie or its Affiliate or Sublicensee by Morphic GSK or any of its Affiliates or its Sublicensees; (sub)licensees. In addition, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an c) such Patent Challenge is commenced or assisted by a New Affiliate of AbbVie after the Effective Date GSK and such New Affiliate was undertaking activities participating in connection with a such Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes GSK; (d) such Patent Challenge is due to be withdrawn (GSK or in the case of ex-parte proceedingsits applicable Affiliate responding to a court request, multi-party proceedingssubpoena or order, or other Patent Challenges that an administrative agency request or order, or the applicable proceedings are initiated by a patent office and not at the instigation of GSK or any of its Affiliates or Sublicensees; (e) such proceedings are commenced or assisted by a Sublicensee (and not GSK or any of its Affiliates) and GSK or its applicable Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, promptly terminates such Affiliate knowingly ceases providing any direction, support or assistance Sublicensee’s sublicense to any Person with respect to such Mersana Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY (in all cases within [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date commencement of such proceeding); or (f) GSK or its applicable Affiliate first becomes an or Sublicensee is merely making arguments that distinguish the inventions claimed in any Patent controlled by GSK or its applicable Affiliate or Sublicensee from those claimed in any Patent Controlled by Xxxxxxx in the ordinary course of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding ex parte prosecution of such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the samePatents.

Termination for Patent Challenge. If, during the Term, AbbVie If Allergan or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: (a) [***]; commences or actively, directly and voluntarily participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of any Exicure Patent that is licensed to Allergan under this Agreement or (b) [***] assists any other person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of any such Exicure Patent (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic Exicure shall have the right right, in its sole discretion, to give notice to Allergan that Exicure may terminate this Agreement upon at least [the license granted to Allergan under such Exicure Patent ***] prior written notice ** following such notice, and, unless Allergan and its Affiliates withdraw or cause to AbbVie; provided, that Morphic shall not have the right to terminate this Agreement if within [***] after receipt of be withdrawn all such written notice from Morphic, (ichallenge(s) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie Allergan or such its Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie Allergan and its Affiliate, as applicable, knowingly ceases providing Affiliates cease assisting any support or assistance to any Person with respect other party to such Patent Challenge and, to the extent AbbVie Allergan or any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and providedChallenge within such ***** period, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic Exicure shall not have the right to terminate this Agreement pursuant by providing written notice thereof to this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause (a) or (b) of Allergan. The foregoing right to terminate the foregoing definition of applicable license shall not apply where the Patent Challenge (x) in is the assertion of a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, to an action for infringement of intellectual property asserted, filed, or threatened to be filed, first brought by Exicure against AbbVie Allergan or its Affiliate Affiliate. For the avoidance of doubt, any participation by Allergan or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In additionor their employees in any claim, Morphic challenge or proceeding in response to a subpoena or as required under a pre-existing agreement between Allergan’s employee(s) or consultant(s) and their prior employer(s) shall not have the constitute active and voluntary participation or assistance and shall not give rise to Exicure’s right to terminate this any license hereunder. Each Sublicense Agreement pursuant to shall contain a provision that is consistent with this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after 9.6 with respect to Patent Challenges by the Effective Date was undertaking activities in connection with applicable Sublicensee. If a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (Sublicensee commences or in the case of ex-parte proceedingsactively, multi-party proceedingsdirectly and voluntarily participates in, or assists any other person or entity in bringing or prosecuting any Patent Challenges that such Affiliate does not have the power Challenge, and fails to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing withdrawn or cease assisting any direction, support or assistance to any Person with respect other party to such Patent Challenge andin accordance with the requirements of this Section 9.6, then Allergan shall terminate the sublicense granted to such Sublicensee under the extent such Affiliate applicable Exicure Patent that is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to the subject of such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same.

Termination for Patent Challenge. IfExcept to the extent the following is unenforceable under applicable Law, during the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents under this Agreement: (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic Sol-Gel shall have the right to terminate this Agreement in its entirety upon at least written notice to Galderma in the event that any Galderma Entity, individually or in association with any other person or entity, directly or indirectly, commences or continues to participate in a legal action challenging the validity, enforceability, or scope of any of the Licensed Patent Rights set forth on Schedule 1.29 (Licensed Patents) (a “Patent Challenge”) [***] prior written notice ]. Notwithstanding any provision to AbbVie; providedthe contrary set forth herein, that Morphic shall this Section 13.06 (Termination for Patent Challenge) will not have the right to apply to, and Sol-Gel may not terminate this Agreement if within [***] with respect to, (a) any affirmative defense or other validity, enforceability, or non-infringement challenge with respect to a Licensed Patent Right, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by a Galderma Entity in response to any claim or action for patent infringement with respect to such Licensed Patent Right brought in the first instance by or on behalf of a Sol-Gel Entity or any Third Party designated by a Sol-Gel Entity to initiate such claim or action; (b) any claim or proceeding that would otherwise be a Patent Challenge hereunder to the extent commenced by a Third Party that after receipt the Effective Date becomes an Affiliate of Galderma during the Term as a result of a change of control, merger, or acquisition of, with, or by Galderma, provided that such claim or proceeding commenced prior to the closing of such written notice from Morphicchange of control, merger, or acquisition; (c) any Patent Challenge that is commenced by a sublicensee of Galderma hereunder if Galderma (i) AbbVie or its Affiliate, as applicable, rescinds any and all of causes such Patent Challenge to be withdrawn, terminated, or dismissed (or in the case of ex-parte ex‑parte proceedings, multi-party proceedings, multi‑party proceedings or other Patent Challenges that AbbVie or such Affiliate in which Galderma does not have the power to unilaterally withdraw or cause the Patent Challenge to be withdrawn, AbbVie and its Affiliate, causes such sublicensee to withdraw as applicable, knowingly ceases providing any support or assistance to any Person with respect to a party from such Patent Challenge and, and to the extent AbbVie or cease actively assisting any of its Affiliates is a other party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if terminates such sublicensee’s sublicense to the Licensed Patent Right(s) being challenged by the sublicensee, in each case ((i) and (ii)) within ninety (90) days after Sol-Gel’s notice to Galderma under this Section 13.06 (Termination for Patent Challenge); (d) any Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization required to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall not have the right to terminate this Agreement be commenced pursuant to this Section 12.2.5 if AbbVie a government order or its Affiliate or Sublicensee takes any action described in clause (a) applicable Law; or (be) of the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbVie, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In addition, Morphic shall not have the right to terminate this Agreement pursuant to this Section 12.2.5 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support documents or assistance testimony in response to any Person court order in respect of the samea valid legal process.

Termination for Patent Challenge. IfExcept to the extent the following is unenforceable under the Applicable Laws and Regulations of a particular jurisdiction in the Territory, during on a MacroGenics Licensed Patent-by-MacroGenics Licensed Patent basis, MacroGenics may terminate the Term, AbbVie or any of its Affiliates or Sublicensees of Morphic Patents licenses granted to Gilead under Section 3.1 (Licenses to Gilead) for a MacroGenics Licensed Patent (and such Patent will cease to be a MacroGenics Licensed Patent for all purposes under this Agreement: ) upon written notice to Gilead if Gilead, its Affiliates, or Sublicensees, individually or in association with any other person or entity, commences a legal action challenging the validity, enforceability or scope of such MacroGenics Licensed Patent in a court or other governmental agency of competent jurisdiction, including a reexamination or opposition proceeding (a) [***]; or (b) [***] (each of (a) and (b), a “Patent Challenge”), then except as otherwise set forth in this Section 12.2.5, Morphic shall have the right to terminate this Agreement upon at least [***] prior written notice to AbbVie; provided, that Morphic shall ) and does not have the right to terminate this Agreement if withdraw such Patent Challenge within [***] after receipt of such written notice from Morphic, (i) AbbVie or its Affiliate, as applicable, rescinds any and all of such Patent Challenge (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges MacroGenics requesting a withdrawal; provided that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and its Affiliate, as applicable, knowingly ceases providing any support or assistance to any Person with respect to such any Patent Challenge and, to the extent AbbVie or by any of its Affiliates is a party to such Patent Challenge, it withdraws from such Patent Challenge) and provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the same or (ii) if such Patent Challenge is brought by a Sublicensee, AbbVie or its Affiliate terminates such Sublicensee’s sublicense or other right or authorization to the relevant Patent and ceases providing any direction, support or assistance to such Sublicensee related to such Patent Challenge, unless such termination is prohibited under Applicable Law. Notwithstanding the foregoing, Morphic shall MacroGenics will not have the right to terminate this Agreement pursuant to under this Section 12.2.5 if AbbVie or its Affiliate or Sublicensee takes any action described in clause 18.6 (Termination for Patent Challenge) if, within [***] of MacroGenics’ notice to Gilead under this Section 18.6 (Termination for Patent Challenge), Gilead (a) causes such Patent Challenge to be terminated or dismissed or (b) of terminates the foregoing definition of Patent Challenge (x) in a proceeding involving a Morphic Patent where AbbViesublicense granted to such Sublicensee under this Agreement. Notwithstanding the foregoing, an Affiliate or Sublicensee has been compelled to participate in the proceeding by a court, patent office, or Third Party (other than any Sublicensee) or (y) that is necessary or reasonably required to assert a cross-claim or a counterclaim or to respond to a court request or order or administrative law request or order, including asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property asserted, filed, or threatened to be filed, against AbbVie or its Affiliate or Sublicensee by Morphic or any of its Affiliates or its (sub)licensees. In addition, Morphic shall MacroGenics will not have the right to terminate this Agreement pursuant to under this Section 12.2.5 if 18.6 (Termination for Patent Challenge) as a result of (i) any Affiliate claim or proceeding that first becomes an Affiliate of AbbVie would otherwise be a Patent Challenge hereunder to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Gilead or its Affiliates or its other business assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such proceeding was undertaking commenced prior to the closing of such acquisition; (ii) any claim or proceeding by a licensor of a product licensed by Gilead for which the licensor has an existing challenge, whether in a court or administrative proceeding against a MacroGenics Licensed Patent; (iii) any Patent Challenge required to be commenced pursuant to an order of a governmental authority or Applicable Laws and Regulations; (iv) any proceeding not initiated, directed or controlled by or on behalf of Gilead or one of its Affiliates (or any of their respective Sublicensees), for which Gilead or the Affiliate, as the case may be, opposes, or assists any Third Party to oppose, the grant of a MacroGenics Licensed Patent pursuant to any application in relation thereto in an administrative proceeding, such as a patent reexamination, inter partes review, or other post grant proceeding or opposition; (v) challenges by an open forum entity or other industry group in which Gilead or its Affiliates or Sublicensees do not direct or control the action of such entity; (vi) general activities not specifically directed to a particular Patent, such as amicus briefs on cases not involving a MacroGenics Licensed Patent; (vii) lobbying or other efforts directed to patent issues generally and not to any specific MacroGenics Licensed Patent; or (viii) providing documents or testimony in connection with response to any discovery requests or court order in a valid legal process not directed to a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such Affiliate knowingly ceases providing any direction, support or assistance to any Person with respect to such Patent Challenge and, to the extent such Affiliate is CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. a party to such Patent Challenge, it withdraws from such Patent Challenge) within the later to occur of (A) [***] of the date such Affiliate first becomes an Affiliate of AbbVie and (B) [***] following the date Morphic provides AbbVie notice regarding such Patent Challenge and in all cases, provided, that neither AbbVie nor any AbbVie Affiliate thereafter continues such Patent Challenge or, knowingly, the provision of any direction, support or assistance to any Person in respect of the sameMacroGenics Licensed Patent.