Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. (i) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions against Spark or any of its Affiliates or sublicensees with respect to any product or technology other than Licensed Particles or (ii) any patent challenge commenced by a Third Party that after the Effective Date acquires or is acquired by Spark or any of its Affiliates or sublicensees or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.

Termination for Patent Challenge. (i) In the event that Spark Licensee or any of its Affiliates or sublicensees, individually or in association with directly takes any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patentaction, or otherwise opposes any such Patent through any administrative, judicial knowingly provides financial or other similar assistance (including direct legal or technical advice) to any Third Party, to challenge in a court or administrative proceeding with respect any claim in any Anaptys Patent as being invalid, unenforceable or otherwise not patentable, Anaptys shall have the right to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may immediately terminate this Agreement in its entirety on upon thirty (30) days’ notice. The foregoing days prior written notice to Licensee; provided that Anaptys shall not apply have the right to terminate this Agreement (a) if Licensee withdraws or causes to be withdrawn such action within such thirty (30) day period, or (b) if Licensee (or its Affiliate) or such Third Party challenged such Anaptys Patent in defense of claims raised by or on behalf of Anaptys (or its Affiliate) against Licensee (or its Affiliate) or such Third Party, or otherwise in connection with respect an assertion of a cross-claim or a counter-claim. In the event that Anaptys notifies Licensee in writing that any of Licensee’s Sublicensees directly takes any action, or knowingly provides financial or other assistance (including direct legal or technical advice) to any Third Party, to challenge in a court or administrative proceeding any claim in any Anaptys Patent as being invalid, unenforceable or otherwise not patentable, then Licensee shall terminate such Sublicensee’s sublicense in its entirety, unless (i) any Patent challenge described above that such action by such Sublicensee is made in defense of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect withdrawn within thirty (30) days after Anaptys notice to the omitted portions against Spark or any of its Affiliates or sublicensees with respect to any product or technology other than Licensed Particles Licensee thereof or (ii) any patent challenge commenced by a such Sublicensee (or its Affiliate) or such Third Party that after the Effective Date acquires challenged such Anaptys Patent in defense of claims raised by or is acquired by Spark or any on behalf of its Affiliates or sublicensees Anaptys (or its Affiliate) against such Sublicensee (or their business its affiliate) or assetssuch Third Party, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial in connection with an assertion of a cross-claim or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreementa counter-claim.

Termination for Patent Challenge. If (ia) In Sobi or any of its Affiliates challenges the event that Spark validity, scope, or enforceability of, or otherwise opposes, any Apellis Patent Right in any action or proceeding, other than as may be necessary or reasonably required to assert a defense, cross-claim, or counter-claim in an action or proceeding asserted by Apellis or any of its Affiliates or sublicenseesother sub/licensees or the counterparty to an Upstream Agreement or their licensees or assignees against Sobi or any of its Affiliates or Sublicensees, individually or to respond to a court request or order or administrative agency request or order, (each such challenge, a “Challenge”) or (b) any of Sobi’s Sublicensees participates in association a Challenge and Sobi does not terminate its sublicense with such Sublicensee upon written notice from Apellis, Apellis shall have the right to terminate this Agreement upon [**] written notice unless Sobi or its applicable Affiliate or Sublicensee has filed a motion to dismiss with prejudice such action or caused such action to be dismissed with prejudice within [**] following receipt of such notice. Notwithstanding the foregoing, none of the following activities shall be a Challenge and Apellis shall not have a right to terminate this Agreement under this Section 14.3 (Termination for Patent Challenge) with respect to: (a) any other Personactions undertaken by an Affiliate of Sobi that first becomes such an Affiliate as a result of an acquisition of all or any part of Sobi or any of its Affiliates, initiates where such new Affiliate was participating in the Challenge prior to such acquisition; (b) situations where Sobi or assists its Affiliate or Sublicensee is to participate in initiating or continuing a challenge to the validity, patentabilityscope, or enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patentof, or otherwise opposes oppose, any such Apellis Patent through any administrative, judicial Right pursuant to a subpoena or other similar court order or participates in a proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense initiated by a patent office and not at the instigation of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions against Spark Sobi or any of its Affiliates or sublicensees with respect Sublicensees. For clarity, this Section 14.3 (Termination for Patent Challenge) shall not apply to any product arguments made by Sobi or technology other than Licensed Particles its Affiliates or (ii) any Sublicensees that distinguish the inventions claimed in an Apellis Patent Right from those claimed in the patent challenge commenced applications owned or controlled by a Third Party that after the Effective Date acquires or is acquired by Spark Sobi or any of its Affiliates or sublicensees or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that Sublicensees in the ordinary course of ex parte prosecution of such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisitionapplications. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.

Termination for Patent Challenge. (ia) In BMS shall have the right to terminate this Agreement in its entirety in the event that Spark Company (or any of its Affiliates Affiliates) challenges or sublicenseesknowingly supports (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim, individually or in association with any other Personresponse to a subpoena or court or administrative law request or order), initiates or assists in initiating or continuing including by providing information, documents, and/or funding, a challenge to the validity, patentabilityscope, enforceability or non-infringement patentability of any Selecta Background of the BMS Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect Rights. BMS’s right to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty under this Section 13.2.4 may be exercised at any time after Company (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions against Spark or any of its Affiliates Affiliates) may have challenged or sublicensees with respect to any product or technology knowingly supports (other than Licensed Particles in response to a subpoena or (iicourt order) any patent challenge commenced by a Third Party that after the Effective Date acquires or is acquired by Spark or any of its Affiliates or sublicensees or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentabilityscope, enforceability or non-infringement patentability of any MIT of the BMS Patent Rights. For the avoidance of doubt, an action by Company or any Affiliate in accordance with Article 10 to amend claims within a pending patent application within the BMS Patent Rights during the course of Company’s prosecution and maintenance of such pending patent application or in defense of a Third Party proceeding, or to make a negative determination of patentability of claims of a patent application of BMS or to abandon a patent application of BMS during the course of Company’s Prosecution and Maintenance of such pending patent application, shall not, where undertaken in accordance with Article 9 hereof, constitute a challenge under this Section 13.2.4. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) If a Sublicensee of Company challenges the validity, scope or enforceability of or otherwise opposes any of the BMS Patent Rights under which such MIT Patent through any administrativeSublicensee is sublicensed, then Company shall, at BMS’ election and upon written notice from BMS, promptly terminate such Sublicense. The Company shall include within each License Agreement with each Sublicensee a right on the part of the Company to terminate such License Agreement in the event such Sublicensee challenges or knowingly supports a Third Party in challenging (other than in response to a subpoena or court order), in a judicial or administrative proceeding, including without limitation by providing information, documents, or funding, the validity, scope or enforceability of any of the BMS Patent Rights after grant of the patent and (ii) the Company shall exercise such right to terminate the License Agreement with a Sublicensee should such Sublicensee challenge or knowingly support a Third Party in challenging (other similar than in response to a subpoena or court order) in a judicial or administrative proceeding with respect the validity or enforceability of any of the BMS Patent Rights after grant of the patent. If Company fails to exercise such MIT Patenttermination right against such Sublicensee or is unable to do so because it did not include such a provision in its Sublicense, Selecta BMS may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.

Termination for Patent Challenge. (i) In the event that Spark Ideaya or any of its Affiliates or sublicenseesSublicensees institutes, individually prosecutes or otherwise participates in (or in association with any other Personway aids any Third Party in instituting, initiates prosecuting or assists participating in), at law or in initiating equity or continuing a challenge to the validitybefore any administrative or regulatory body, patentabilityany claim, enforceability demand, action or non-infringement cause of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right action for declaratory [***] Certain information in this document has been omitted excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Exhibit 10.1 relief, damages or any other remedy or for an enjoinment, injunction or any other equitable remedy, including any interference, re-examination, opposition or any similar proceeding, alleging that any claim in a Licensed Patent is invalid, unenforceable or otherwise not patentable (collectively, a “Patent Challenge”), then Biocytogen shall have the right to (i) terminate this Agreement in its entirety upon [***] prior written notice, unless, prior to expiry of such [***], Ideaya or its relevant Affiliate or Sublicensee has filed separately with the Securities and Exchange Commission. Confidential treatment has been requested a motion to withdraw or dismiss such action; or (ii) with respect to a Patent Challenge by a Sublicensee, unless Ideaya and its Affiliates terminate all licenses or other agreements with such Sublicensee pursuant to which rights under this Agreement have been sublicensed by Ideaya or its Affiliates as soon as possible (no longer than [***]), terminate this Agreement in its entirety upon written notice to Ideaya. Notwithstanding the omitted portions foregoing, the term Patent Challenge shall not include any claim, demand, action or cause of action or any arguments, or any other statements or allegations, made by or on behalf of Ideaya or its relevant Affiliate or Sublicensee that (a) asserted as a defense or counterclaim to an action first brought by Biocytogen or any of its Affiliates against Spark Ideaya or any of its Affiliates or sublicensees with respect to Sublicensees; (b) distinguish the inventions claimed in patents or patent applications Controlled (except by virtue of this Agreement) by Ideaya or its Affiliate or Sublicensee from those claimed in the Licensed Patents (i) in the ordinary course of ex parte prosecution of such patents or patent applications Controlled by Ideaya or its Affiliate or Sublicensee, including without limitation any product reissue or technology other than Licensed Particles reexamination patents or patent applications or (ii) in inter partes, post grant review proceedings, oppositions, nullity proceedings, reissue proceedings, reexamination proceedings, and other similar proceedings before the patent office or other agency or tribunal in any jurisdiction, or in any arbitration or litigation, wherein such patents or patent challenge commenced applications Controlled by Ideaya or its Affiliate or Sublicensee have been challenged; or (c) are made in connection with a Third Party response to a claim or allegation that after the Effective Date acquires Ideaya or is acquired by Spark its Affiliate or Sublicensee, or any of their respective direct or indirect customers infringes or may infringe any Patents owned, Controlled or enforceable by Biocytogen, its Affiliates or sublicensees or its or their business or assetsAffiliates, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. (ii) In the event that Spark or any of its Affiliates their respective successors or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreementassigns.

Termination for Patent Challenge. (i) In the event that Spark Company may terminate this Agreement in its entirety immediately upon written notice to SpePharm if SpePharm or any of its Affiliates or sublicenseesSublicensees (directly or indirectly, individually or in association with any other Person, initiates person or assists entity) challenges in initiating a legal or continuing a challenge to administrative proceeding the validity, patentability, enforceability or non-infringement scope of any Selecta Background Company Patents anywhere in the world (except as a defense against a claim, action or proceeding asserted by Company or its Affiliates or licensees against SpePharm or its Affiliates or Sublicensees) (a “Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes Challenge”); provided that with respect to any such Patent through Challenge by any administrativeSublicensee of SpePharm, judicial or other similar proceeding with respect Company will not have the right to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta may terminate this Agreement under this Section 15.7 if SpePharm (A) causes such Patent Challenge to be terminated or dismissed or (B) terminates such Sublicensee’s sublicense to the Company Patents being challenged by the Sublicensee, in its entirety on each case ((A) and (B)) within thirty (30) days’ noticedays of Company’s notice to SpePharm under this Section 15.7. The foregoing Notwithstanding the foregoing, Company’s termination right under this Section 15.7 shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions against Spark or any of its Affiliates or sublicensees with respect to any product or technology other than Licensed Particles or (ii) any patent challenge commenced by a Third Party Affiliate of SpePharm that first becomes an Affiliate of SpePharm after the Effective Date acquires or is acquired by Spark or any of its Affiliates or sublicensees or its or their business or assetsthis Agreement in connection with a Business Combination, whether by stock purchase, merger, asset purchase or otherwise, provided that where such patent challenge commenced Affiliate of SpePharm was undertaking activities in connection with a Patent Challenge prior to such Business Combination; provided however that SpePharm causes such Patent Challenge to terminate within forty-five (45) days after such Business Combination. For the signing avoidance of doubt, an action by SpePharm in accordance with Section 11.2 to amend claims within a pending patent application of the acquisition or merger agreement relating to Company Patents during the course of SpePharm’s prosecution and maintenance of such acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually pending patent application or in association with any other Persondefense of a Third Party proceeding, initiates or assists to make a negative determination of patentability of claims of a patent application in initiating the Company Patents or continuing to abandon a challenge to patent application in the validityCompany Patents during the course of SpePharm’s prosecution and maintenance of such pending patent application, patentability, enforceability or non-infringement of any MIT shall not constitute a Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this AgreementChallenge.

Termination for Patent Challenge. (i) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge Except to the validityextent unenforceable under Applicable Law, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta Avidity may terminate this Agreement in its entirety on thirty (30) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right upon [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested written notice of termination to BMS if BMS, any of its Affiliates or Sublicensees commences (or assists a Third Party to commence) any interference or opposition proceeding with respect to the omitted portions against Spark scope, validity, or enforceability of any Avidity Patent in the Territory that Covers a Licensed Product in any court, tribunal, arbitration proceeding, or other proceeding (a “Patent Challenge”); provided that, if BMS or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] after being requested to do so by Avidity in writing (which termination notice will be deemed a request), then Avidity will have no right to terminate this Agreement pursuant to this Section 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 BMS 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 the event of such a Patent Challenge, Avidity will provide prompt written notice of such Patent Challenge to BMS. In addition, notwithstanding the foregoing, Avidity shall have no right to terminate this Agreement pursuant to this Section 11.4 (Termination for Patent Challenge) 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 BMS, or any of its Affiliates or sublicensees with respect Sublicensees in response to any product claim or technology other than Licensed Particles or (ii) any patent challenge commenced by a Third Party that after action brought in the Effective Date acquires or is acquired by Spark first instance by, on behalf of, Avidity or any of its Affiliates or sublicensees licensees; (b) any Patent Challenge to the extent commenced by a Third Party that, after the Effective Date, acquires or is acquired by BMS or any of its Affiliates or its or of their business or assets, whether by stock purchase, merger, asset purchase or otherwise, ; provided that such patent challenge proceeding commenced prior to the signing closing of the acquisition or merger agreement relating to such acquisition; or (c) any Patent Challenge that is commenced by a Sublicensee; provided that BMS demands that such Sublicensee withdraw such Patent Challenge promptly after BMS becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within 60 days after receipt of notice from BMS. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.

Termination for Patent Challenge. (i) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, or otherwise opposes any such Patent through any administrative, judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta Arrowhead may terminate this Agreement in its entirety immediately upon written notice to Amgen if (i) Amgen or its Affiliates (directly or indirectly) challenges the validity, enforceability or scope of any Arrowhead Patent anywhere in the world or (ii) any Sublicensee (directly or indirectly) challenges the validity, enforceability or scope of any Arrowhead Patent anywhere in the world and (A) Amgen does not cause such Sublicensee to withdraw such action or (B) Amgen does not initiate termination of the sublicense agreement with such Sublicensee, in each case, within ten (10) days of Amgen receiving from Arrowhead written notice of any such action being taken by such Sublicensee. Notwithstanding the foregoing, Arrowhead shall have no such right to terminate this Agreement in the case of (I) Amgen’s or any of its Affiliates’ good faith assertion that (x) any Invention claimed by a Patent filed by or on thirty behalf of Arrowhead as an Arrowhead Patent was an Invention of Amgen or a Joint Invention or (30y) daysany Invention claimed by a Joint Patent filed by or on behalf of Arrowhead as a Joint Patent was an Invention of Amgen; (II) Amgen’s or any of its Affiliates’ notice. The foregoing shall not apply good faith assertion, in the context of whether a payment of royalties is due to Arrowhead, that no Valid Claim within the Arrowhead Patents licensed from Third Parties applies with respect to a Licensed Product; (iIII) any Patent challenge described above that is claim made in defense of Selecta’s assertion of any Selecta Patent right [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions against Spark by Amgen or any of its Affiliates or sublicensees with respect to Sublicensees as a defense in any product lawsuit or technology other than Licensed Particles administrative proceeding brought by Arrowhead; or (iiIV) any patent challenge commenced lawsuit, reexamination proceeding or opposition brought by a Third Party that after the Effective Date acquires or is acquired by Spark Amgen or any of its Affiliates or sublicensees Sublicensees challenging the validity or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT claim within an issued Arrowhead Patent that does not claim the Arrowhead Licensed Technology that is licensed to Amgen under 3.1 to exploit Licensed Compounds or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this AgreementLicensed Products.

Termination for Patent Challenge. (i) In Except to the event that Spark extent the following is unenforceable under Applicable Laws of a particular jurisdiction where the applicable Mersana Patents are pending or issued, if GSK or any of its Affiliates or sublicenseesSublicensees, individually without the prior written consent of ▇▇▇▇▇▇▇, voluntarily commences, or affirmatively requests that any Third Party commence, or voluntarily assists any Third Party in association with commencing or participating in, proceedings (whether before an administrative body or a court) anywhere in the Territory alleging that any other Personclaim in any Mersana Patent is invalid, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patentunenforceable, or otherwise opposes any such not patentable (each a “Patent through any administrativeChallenge”), judicial or other similar proceeding with respect then Mersana shall have the right to such Patent and such challenge or opposition terminate the license granted to such Patent is unsuccessful, Selecta may terminate this Agreement in its entirety on thirty GSK pursuant to Section 4.1 (30License Grant to GSK) days’ notice. The foregoing shall not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right [**] on [**] Certain information in this document has been omitted and filed separately with written notice to GSK unless: (a) GSK or its applicable Affiliate or Sublicensee withdraws or otherwise terminates (or causes to be withdrawn or otherwise terminated) such Patent Challenge within [**] following receipt of such notice from Mersana [**]; (b) such Patent Challenge is part of a defense or counterclaim against a claim that GSK or the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions applicable Affiliate or Sublicensee is infringing such Mersana Patent or otherwise as part of a defense of any claims raised by Mersana or its Affiliate or licensee against Spark GSK or any of its Affiliates or sublicensees with respect to any product Sublicensees; (c) such Patent Challenge is commenced or technology other than Licensed Particles or (ii) any patent challenge commenced assisted by a Third Party that after New Affiliate of GSK and such New Affiliate was participating in such Patent Challenge prior to becoming an Affiliate of GSK; (d) such Patent Challenge is due to GSK or its applicable Affiliate responding to a court request, subpoena or order, or an administrative agency request or order, or the Effective Date acquires or is acquired applicable proceedings are initiated by Spark a patent office and not at the instigation of GSK or any of its Affiliates or sublicensees Sublicensees; (e) such proceedings are commenced or its or their business or assets, whether assisted by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisition. a Sublicensee (ii) In the event that Spark and not GSK or any of its Affiliates Affiliates) and GSK or sublicensees, individually its applicable Affiliate promptly terminates such Sublicensee’s sublicense to any Mersana Patent (in all cases within [**] of the commencement of such proceeding); or (f) GSK or its applicable Affiliate or Sublicensee is merely making arguments that distinguish the inventions claimed in association with any other Person, initiates Patent controlled by GSK or assists its applicable Affiliate or Sublicensee from those claimed in initiating or continuing a challenge to any Patent Controlled by ▇▇▇▇▇▇▇ in the validity, patentability, enforceability or non-infringement ordinary course of any MIT Patent or otherwise opposes any ex parte prosecution of such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this AgreementPatents.

Termination for Patent Challenge. (i) In the event that Spark Licensee, or any of its Affiliates Affiliates, institutes, prosecutes or sublicensees, individually otherwise participates in (or in association with any way aids any Third Party in instituting, prosecuting or participating in), at law or in equity or before any administrative or regulatory body, including the United States Patent and Trademark Office or its foreign counterparts, any claim, demand, action or cause of action for declaratory relief, damages or any other Personremedy or for an enjoinment, initiates injunction or assists any other equitable remedy, including any interference, re-examination, post grant review, opposition or any similar proceeding, alleging that any claim in initiating or continuing a challenge to the validityGenzyme Patent is invalid, patentability, enforceability or non-infringement of any Selecta Background Patent (other than any MIT Patent) or Selecta-Invented Improvement Patent, unenforceable or otherwise opposes any such not patentable (a “Patent through any administrativeChallenge”) (except as required under a court order or subpoena), judicial or other similar proceeding with respect to such Patent and such challenge or opposition to such Patent is unsuccessful, Selecta X4 may terminate this Agreement immediately upon written notice to Licensee. In the event that a sublicensee of Licensee or an Affiliate thereof institutes, prosecutes or otherwise participates in its entirety on thirty (30or in any way aids any Third Party in instituting, prosecuting or participating in) days’ notice. The foregoing shall a Patent Challenge (except as required under a court order or subpoena), then X4 may send a written demand to Licensee to terminate such sublicense in the event such sublicensee fails to withdraw such Patent Challenge or such Patent Challenge is otherwise not apply with respect to (i) any Patent challenge described above that is made in defense of Selecta’s assertion of any Selecta Patent right dismissed within [***] Certain information days following X4’s written demand. If such sublicensee fails to withdraw such Patent Challenge or such Patent Challenge is not dismissed within such [***]day period, and thereafter, Licensee shall terminate such sublicense within the following [***] days. Notwithstanding the foregoing, X4 shall not have any termination rights pursuant to this Section 12.4 on account of any Patent Challenge that is either (i) a legal or administrative challenge asserted as a counterclaim in this document has been omitted and filed separately with an action initiated by or under the Securities and Exchange Commission. Confidential treatment has been requested authority of X4 against Licensee, its sublicensees or their respective Affiliates; or (ii) a declaratory action proceeding brought against X4 with respect to the omitted portions validity, patentability or enforceability of any Licensed Patent as a result of X4 threatening to bring any action against Spark or any of Licensee, its Affiliates or sublicensees with respect to any product or technology other than Licensed Particles or (ii) any patent challenge commenced by a Third Party that after the Effective Date acquires or is acquired by Spark or any of its Affiliates or sublicensees or its sublicensees, or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such patent challenge commenced prior to the signing of the acquisition or merger agreement relating to such acquisitionrespective Affiliates. (ii) In the event that Spark or any of its Affiliates or sublicensees, individually or in association with any other Person, initiates or assists in initiating or continuing a challenge to the validity, patentability, enforceability or non-infringement of any MIT Patent or otherwise opposes any such MIT Patent through any administrative, judicial or other similar proceeding with respect to such MIT Patent, Selecta may terminate this Agreement with respect to the MIT Patents on thirty (30) days’ notice to Spark and the MIT Patents will thereafter be excluded from the Selecta Background Patents for all purposes under this Agreement.