that Regeneron would be required to keep as if sales of Licensed Products by such Affiliates or Sublicensees were sales of Licensed Products by Regeneron, to enable CytomX to audit such records pursuant to this [Section 7.8].

CytomX will have the right to terminate this Agreement immediately upon written notice to Regeneron if Regeneron or any of its Sublicensees or Affiliates initiates or asserts any CytomX Patent Challenge and fails to initiate rescission of such CytomX Patent Challenge

Preclinical Research Licenses. On a Collaboration Program-by-Collaboration Program basis, during the applicable Preclinical Research Term, subject to the terms and conditions of this Agreement, Regeneron hereby grants and shall grant to CytomX a non-exclusive, worldwide, royalty-free license under the Regeneron IP solely as necessary for CytomX to conduct the Preclinical Research set forth in each Work Plan under this Agreement during the Program Selection Period and the Product Selection Period. On a Collaboration Program-by-Collaboration Program basis, during the applicable Preclinical Research Term, subject to the terms and conditions of this Agreement, CytomX hereby grants and shall grant Regeneron a non-exclusive, royalty-free license under the CytomX IP that is necessary or reasonably useful for Regeneron to conduct the Preclinical Research and any other Regeneron obligations set forth in each Work Plan under this Agreement during the Term. For clarity, CytomX does not grant to Regeneron any rights under the Tools but CytomX will perform any research requiring the practice of such Tools itself under this Agreement.

Notwithstanding anything to the contrary in [Section 12.1, CytomX]X] may publicly announce the achievement and amount of any milestone entitling CytomX to receive a payment; provided that, except as permitted under [Section 12.1, CytomX]X] shall submit to Regeneron for prior review a draft of the proposed announcement and reasonably consider comments made by Regeneron and, to the extent practicable if so desired by Regeneron, the Parties shall coordinate the timing of any such release.

By CytomX. CytomX agrees to defend Regeneron, its Affiliates, and each of their respective directors, officers, employees and agents (the “Regeneron Indemnified Parties”), at CytomX’s cost and expense, and will indemnify and hold Regeneron and the other Regeneron Indemnified Parties harmless from and against any claims, losses, costs, damages, fees or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) in connection with any claims, actions, demands, suits or proceedings brought by a Third Party (including product liability claims) (a “Third Party Claim”) to the extent arising out of or resulting from ​; except, in each of [(a) through (c)], to the extent such Losses result from any of [clauses (a) through (c) of Section 10.1.2] below.

Development, Manufacturing and Commercialization. Regeneron shall have the right to grant one or more sublicenses under the licenses granted to Regeneron under Section 4.1, in full or in part, by means of written agreement to Affiliates or Third Parties (with the right to sublicense through multiple tiers), without the prior written consent of CytomX, for the performance of Regeneron’s Development, Manufacturing and Commercialization activities related to Licensed Products or for the performance of any other activities related to the Exploitation of a Licensed Product. As a condition precedent to and requirement of any such sublicense: # Regeneron shall furnish a redacted copy of such sublicense agreement to CytomX; # any such permitted sublicense shall be consistent with and subject to the terms and conditions of this Agreement (including for the avoidance of doubt, that if sales by such Sublicensee are included in Net Sales hereunder, such Sublicensee shall permit audit rights with respect to its reporting of Net Sales that are consistent with those given by Regeneron hereunder with respect to its sales included in Net Sales); # Regeneron will continue to be responsible for full performance of its obligations under this Agreement and will be responsible for all actions of such Sublicensee as if such Sublicensee were Regeneron hereunder; and # Regeneron’s grant of any sublicense will not relieve Regeneron or its Affiliates from any of its obligations under this Agreement.

Data License Grant to CytomX. Subject to the terms and conditions of this Agreement, Regeneron hereby grants CytomX a non-exclusive, royalty-free license, under Regeneron’s interest in the Preclinical Research Data (but excluding any data solely related to Regeneron Background Technology), as set forth in [Section 2.4].

Regeneron shall pay to CytomX one-time milestone payments (“Milestone Payments”) following the first achievement by or on behalf of Regeneron of the corresponding milestone events as set forth in the following tables (“Milestone Events”): # for each Milestone Event set forth in the table titled “Development and Regulatory Milestone Events,” on a Licensed Product-by-Licensed Product basis, with respect to any Licensed Product, and # for each Milestone Event set forth in the table titled “Commercial Milestone Events,” on a Collaboration Program-by-Collaboration Program basis, with respect to Licensed Products within such Collaboration Program. Regeneron shall report to CytomX its achievement of each Milestone Event no later than ​ days after the end of the Calendar Quarter of such achievement of such Milestone Event; provided that Regeneron shall use good faith efforts to inform CytomX of any Development and Regulatory Milestone Event within ​ Business Days following achievement of such Milestone Event. Regeneron shall pay to CytomX the Milestone Payment for any achieved Milestone Event within ​ days after receipt of an invoice from CytomX.

CytomX Platform Improvements IP. CytomX shall solely own all right, title and interest in and to any and all CytomX Platform Improvements IP arising under this Agreement, including any Patent Rights with respect thereto and the right to pursue the same. Regeneron hereby assigns to CytomX all right, title and interest in and to any such CytomX Platform Improvements IP; provided, that if such assignment is prohibited by applicable Law, then Regeneron shall grant, and hereby does grant, to CytomX, a perpetual, irrevocable, exclusive (even as to Regeneron), worldwide, royalty-free, fully paid-up license, with the right to grant sublicenses

Enforcement of Product Trademarks. Regeneron shall have the sole right and responsibility for taking such action as Regeneron deems necessary against a Third Party based on any alleged, threatened, or actual infringement, dilution, misappropriation, or other violation of, or unfair trade practices or any other like offense relating to, the Product Trademarks by a Third Party in the Territory. Regeneron shall bear the costs and expenses relating to any enforcement action commenced pursuant to this [Section 8.9.2] and any settlements and judgments with respect thereto, and shall retain any damages or other amounts collected in connection therewith.