Common use of Withdrawal, Cooperation and Participation Clause in Contracts

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, and subject to any License Agreement: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx in the other Party’s name, and proceed under the terms and conditions of this Section 6.5. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. (iii)Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 7.2 which may be controlled by either CureVac or Arcturus, and subject to any License Agreement: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx xxx in the other Party’s 's name, and proceed under the terms and conditions of this Section 6.57.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 7.2 which may be controlled by either CureVac or Arcturus, and subject to any License AgreementAcuitas: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx xxx in the other Party’s name, and proceed under the terms and conditions of this Section 6.57.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, and subject to any License Agreement9.2: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly shall notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx in the other Party’s name, Party and proceed under the terms and conditions of this Section 6.59.2. (ii) The non-controlling Party will shall cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (Ai) providing access to relevant documents and other evidence, (Bii) making its and its Affiliates and sublicensees and licensees and sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (Ciii) if necessary, by being joined as a party, subject for this clause (Ciii) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will shall keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (iii)Each iii) Each Party will shall have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s 's sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will shall provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will shall take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, and subject to any License Agreement: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx xxx in the other Party’s 's name, and proceed under the terms and conditions of this Section 6.5. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- out-of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement action or defensive action Third Party Action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, 12.6 and subject to any License Agreementthe terms of this Section 12.6.4: (i) 12.6.4.1. If the controlling Party ceases to pursue or withdraws from such actionaction (the “Withdrawing Party”), it will promptly notify the other Party (in good sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may (a) if aTyr is the Withdrawing Party, then Kyorin will have the right (but not the obligation) to substitute itself for aTyr in any infringement action or Third Party Action identified above in Section 12.6 involving the withdrawing aTyr Licensed Patents in the Kyorin Territory and proceed under the terms and conditions of this Section 12.6, and (b) if Kyorin is the Withdrawing Party, shall be granted then aTyr will have the right and standing (but not the obligation) to sxx substitute itself for Kyorin in any infringement action identified above in Section 12.6 relating to the Kyorin Controlled Patents in the other Party’s nameKyorin Territory or the aTyr Territory, and proceed under the terms and conditions of this Section 6.512.6 (Kyorin or aTyr, as applicable, under (a) or (b), the “New-Controlling Party”). (ii) 12.6.4.2. The non-controlling Withdrawing Party will cooperate with the New-Controlling Party controlling any such action (as may be reasonably requested by the controlling New-Controlling Party), including including, [***], (Aa) providing access to relevant documents and other evidence, (Bb) making using reasonable efforts to make its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (Cc) if reasonably necessary, by being joined as a party, subject for to this clause (Cc) to the controlling New-Controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, incurred by such Party in connection with such joinder[***]. The New-Controlling Party controlling any such action will keep the other Withdrawing Party reasonably updated with respect to any such action, including providing copies of all materials documents received or filed in connection with any such action. 12.6.4.3. (iii)Each The Withdrawing Party will have the right to participate or otherwise be involved in consult with the New-Controlling Party regarding any such action controlled by the other such New-Controlling Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense[***]. If a the Withdrawing Party elects to so participate or be involved, the controlling New-Controlling Party will provide the participating such Withdrawing Party and its counsel with an opportunity to consult with the controlling New-Controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling New-Controlling Party will take into account reasonable and timely requests of the participating Withdrawing Party regarding such enforcement or defense. Nothing in this Section 12.6.4.3 will limit the New-Controlling Party’s ability to prosecute any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or ArcturusAcuitas, and subject to any License Agreement: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx xxx in the other Party’s name, and proceed under the terms and conditions of this Section 6.5. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- out-of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 7.2 which may be controlled by either CureVac Omega or Arcturus, and subject to any License AgreementAcuitas: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx in the other Party’s name, and proceed under the terms and conditions of this Section 6.5. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including by (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Losses incurred by such Party in connection with such joinder, but subject in all respects to the indemnification obligations of the Parties pursuant to Section 8.6 of the Development and Option Agreement and Section 9.6 of this License Agreement. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each ii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.. The foregoing will not apply to any defensive actions described in Section 7.2(b)(ii) that do not involve claims specifically relating to an LNP Technology Patent. NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN ACUITAS THERAPEUTICS, INC. AND OMEGA THERAPEUTICS, INC. EXECUTION COPY

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, 14.4 and subject to any License Agreementthe terms of this Section: (i) 14.4.4.1. If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive actionaction (including any such period of time as is required to comply with the provisions of Section 14.4.2.3)) and and, if permitted under Sections 14.4.3, such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx in the other Party’s name, Party and proceed under the terms and conditions of this Section 6.514.4. (ii) 14.4.4.2. The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including including, at the controlling Party’s sole cost and expense, (A1) providing access to relevant documents and other evidence, (B2) making using reasonable efforts to make its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C3) if reasonably necessary, by being joined as a party, subject for this clause (C3) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such non-controlling Party in connection with such joinder. The Party controlling any such action will keep the other Party reasonably updated with respect to any such action, including providing copies of all materials documents received or filed in connection with any such action. 14.4.4.3. (iii)Each Each Party will have the right to participate or otherwise be involved in consult with the other Party regarding any such action controlled by the such other Party, in each case at the participating (i.e., non-controlling) such first Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating other Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable and timely requests of the participating other Party regarding such enforcement or defense. Nothing in this Section 14.4.4.3 will limit the controlling Party’s ability to prosecute any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement Competitive Infringement action or defensive action Third Party Action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus, Sections 12.6.2 and 12.6.3 and subject to any License Agreementthe terms and conditions of this Section 12.6.5: (i) 12.6.5.1. If the controlling Controlling Party ceases to pursue or withdraws from such actionaction (the “Withdrawing Party”), it will promptly notify the other Party (in good sufficient time to enable the such other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may (a) if Cxxxxx is the Withdrawing Party, then Licensee will have the right (but not the obligation) to substitute itself for Cxxxxx in any Competitive Infringement action or Third Party Action identified above in Section 12.6.2.2 or 12.6.3 involving the withdrawing Licensee Controlled Patents in the Cxxxxx Territory and proceed under the terms and conditions of this Section 12.6.5, and (b) if Licensee is the Withdrawing Party, shall be granted then Cxxxxx will have the right and standing (but not the obligation) to sxx substitute itself for Licensee in any Competitive Infringement action identified above in Section 12.6.2.1 or 12.6.3 relating to the Cxxxxx Licensed Patents or the Program IP Patents in the other Party’s nameLicensee Territory, and proceed under the terms and conditions of this Section 6.512.6.5 (Licensee or Cxxxxx, as applicable, under (a) or (b), the “New-Controlling Party”). (ii) 12.6.5.2. The non-controlling Withdrawing Party will cooperate with the New-Controlling Party controlling any such action (as may be reasonably requested by the controlling New-Controlling Party), including including, at the New-Controlling Party’s sole cost and expense, (Aa) providing access to relevant documents and other evidence, (Bb) making using reasonable efforts to make its Affiliates and its and its Affiliates and Affiliates’ licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (Cc) if reasonably necessary, by being joined as a party, subject to, for this clause (C) to c), the controlling New-Controlling Party agreeing to indemnify such non-controlling Withdrawing Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Withdrawing Party in connection with such joinder. The New-Controlling Party controlling any such action will keep the other Withdrawing Party reasonably updated with respect to any such action, including providing copies of all materials documents received or filed in connection with any such action. 12.6.5.3. (iii)Each The Withdrawing Party will have the right to participate or otherwise be involved in consult with the New-Controlling Party regarding any such action controlled by the other such New-Controlling Party, in each case at the participating (i.e., non-controlling) such Withdrawing Party’s sole cost and expense. If a the Withdrawing Party elects to so participate or be involved, the controlling New-Controlling Party will provide the participating such Withdrawing Party and its counsel with an opportunity to consult with the controlling New-Controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any material correspondence, legal papers or other documents related thereto), and the controlling New-Controlling Party will take into account reasonable and timely requests and comments of the participating Withdrawing Party regarding such enforcement or defense. However, nothing in this Section 12.6.5.3 will limit the New-Controlling Party’s ability to prosecute any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 which may be controlled by either CureVac or Arcturus16.5, but subject to Section 16.5.2.1, as applicable, and subject to any License Agreementthe terms of this Section 16.5.4: (i) 16.5.4.1 If the controlling Party ceases to pursue or withdraws from such actionaction (the “Withdrawing Party”), it will promptly notify the other Party (in good sufficient time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive actionaction (including any such period of time as is required to comply with the provisions of Section 16.5.2.2) and such the other Party may will have the right (but not the obligation) to substitute itself for the withdrawing Party, shall be granted the right and standing to sxx Withdrawing Party in the other Party’s name, any infringement or defensive action identified above in Section 16.5 and proceed under the terms and conditions of this Section 6.516.5 (the substituting Party, the “New-Controlling Party”). (ii) 16.5.4.2 The non-controlling Withdrawing Party will cooperate with the New-Controlling Party controlling any such action (as may be reasonably requested by the controlling New-Controlling Party), including including, [***] (Aa) providing access to relevant documents and other evidence, (Bb) making using [***] to make its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (Cc) if necessary, [***] by being joined as a partyparty or bringing suit at the request of the New-Controlling Party, subject for this clause (Cc) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, incurred by such Party [***] in connection with such joinder. The New-Controlling Party controlling any such action will keep the other Withdrawing Party reasonably updated with respect to any such action, including providing copies of all documents materials received or filed in connection with any such action. (iii)Each . 16.5.4.3 The Withdrawing Party will have the right to participate or otherwise be involved in consult with the New-Controlling Party regarding any such action controlled by the other such New-Controlling Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense[***]. If a the Withdrawing Party elects to so participate or be involved, the controlling New-Controlling Party will provide the participating such Withdrawing Party and its counsel with an opportunity to consult with the controlling New-Controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling New-Controlling Party will take into account reasonable and timely requests of the participating Withdrawing Party regarding such enforcement or defense. Nothing in this Section 16.5.4.3 will limit the New-Controlling Party’s ability to prosecute any such action.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 7.2 which may be controlled by either CureVac BioNTech or Arcturus, and subject to any License AgreementAcuitas: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx sue in the other Party’s name, and proceed under the terms and conditions of this Section 6.57.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.

Withdrawal, Cooperation and Participation. With respect to any infringement or defensive action identified above in this Section 6.5 7.2 which may be controlled by either CureVac or Arcturus, and subject to any License Agreement: (i) If the controlling Party ceases to pursue or withdraws from such action, it will promptly notify the other Party (in good time to enable the other Party to meet any deadlines by which any action must be taken to preserve any rights in such infringement or defensive action) and such other Party may substitute itself for the withdrawing Party, shall be granted the right and standing to sxx in the other Party’s name, and proceed under the terms and conditions of this Section 6.57.2. (ii) The non-controlling Party will cooperate with the Party controlling any such action (as may be reasonably requested by the controlling Party), including (A) providing access to relevant documents and other evidence, (B) making its and its Affiliates and licensees and sublicensees Sublicensees and all of their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and (C) if necessary, by being joined as a party, subject for this clause (C) to the controlling Party agreeing to indemnify such non-controlling Party for its involvement as a named party in such action and paying those reasonable, documented, out- of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, actually and reasonably incurred by a Party in prosecuting and maintaining Patents and enforcing and defending them, Patent Costs incurred by such Party in connection with such joinder. The Party controlling any such action will keep the other Party updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action. . (iii)Each iii) Each Party will have the right to participate or otherwise be involved in any such action controlled by the other Party, in each case at the participating (i.e., non-controlling) Party’s sole cost and expense. If a Party elects to so participate or be involved, the controlling Party will provide the participating Party and its counsel with an opportunity to consult with the controlling Party and its counsel regarding the prosecution of such action (including reviewing the contents of any correspondence, legal papers or other documents related thereto), and the controlling Party will take into account reasonable requests of the participating Party regarding such enforcement or defense.