Subject to the requirements of this [Article 12, CytomX]X] will have the sole right to publish and make scientific presentations, issue press releases (except with respect to the terms of this Agreement, which is governed by [Section 12.2]) or make other public disclosures with respect to ​ consistent with CytomX’s publication practices. Regeneron will not issue any such publications related to the ​ without CytomX’s prior written consent, except as required by applicable Law. Notwithstanding the foregoing, any such publication or presentation to be made by CytomX that names Regeneron will require the prior written consent of Regeneron.

within ​ Business Days after such written notice and thereafter fails to rescind such CytomX Patent Challenge within ​ days after such written notice. In the event any Sublicensee (or any Person acting on its behalf) of Regeneron initiates or asserts any CytomX Patent Challenge in any forum, Regeneron shall, upon written request by CytomX, immediately terminate the applicable sublicense agreement with such Sublicensee.

Ownership and Prosecution of Product Trademarks. Regeneron shall own all right, title, and interest to all trademarks, trade dress, slogans, branding and logos and any other indicia of origin of ownership, whether registered or unregistered, including the goodwill associated specifically with each Product (collectively, “Product Trademarks”) in the Territory, and shall be solely responsible for the selection, registration, prosecution, and maintenance thereof. All costs and expenses of registering, prosecuting, and maintaining the Product Trademarks shall be borne solely by Regeneron. CytomX shall provide, at Regeneron’s sole cost and expense, assistance and documents reasonably requested by Regeneron in support of its prosecution, registration, and maintenance of the Product Trademarks.

CytomX will have the right to terminate this Agreement in the event of any material breach by Regeneron of any terms and conditions of this Agreement ​; provided, however, that CytomX has ​; provided further, however, such termination will not be effective if such breach has been cured within ​ days after written notice thereof is given by CytomX to Regeneron specifying the nature of the alleged breach; provided further, however, if such breach (except for payment breaches) is not reasonably subject to cure within ​ days after receipt of written notice thereof, then Regeneron shall continue to use good faith efforts to cure such breach and shall have provided to CytomX a written plan intended to cure (and that Regeneron reasonably believes will cure) such breach as soon as reasonably practicable thereafter. Notwithstanding the foregoing in this [Section 13.2.1], in the event of a good faith dispute as to whether a material breach by Regeneron allowing for termination hereunder has occurred, the foregoing cure period with respect thereto will be tolled pending final resolution of such dispute in accordance with the terms of this Agreement; provided, however, if such dispute relates to payment, such tolling of the cure period will only apply with respect to payment of the disputed amounts, and not with respect to any undisputed amount.

CytomX Enforcement. CytomX shall have the sole right to enforce the CytomX Patents at its sole cost. CytomX shall not have any right to enforce any Regeneron Patent or Collaboration Patent. CytomX shall at all times keep Regeneron informed as to the status of such enforcement pursuant to this [Section 8.7.2]. CytomX may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to [Section 8.7.5]. Regeneron shall reasonably cooperate in any such litigation at CytomX’s expense. CytomX shall not enter into any settlement of any claim described in this [Section 8.7.2] that ​.

Preclinical Research Costs. Regeneron shall be responsible for the payment of the Preclinical Research Costs that are set forth in the approved Preclinical Research Budget for each Work Plan and that are actually incurred by CytomX in connection with Preclinical Research performed under this Agreement. ​. Within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a good faith reasonable estimate of its Preclinical Research Costs actually incurred in such prior Calendar Quarter and within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a detailed, written report of its Preclinical Research Costs actually incurred in such prior Calendar Quarter, such reporting specifying the Preclinical Research activities actually performed, the Preclinical Research FTE Costs and Preclinical Research Out-of-Pocket Expenses actually incurred for such Preclinical Research activities. Within ​ days after the end of each Calendar Quarter, CytomX shall invoice Regeneron for its Preclinical Research Costs actually incurred in such prior Calendar Quarter. Regeneron shall pay any undisputed amounts ​ days after receipt of such invoice. CytomX shall cooperate with any reasonable request of Regeneron to confirm the information in any such invoice(s). All Preclinical Research Budgets in each Work Plan shall specify the Preclinical Research FTE Costs and the Preclinical Research Out-of-Pocket Expenses required for CytomX to perform its activities under such Work Plan. CytomX will keep complete and accurate records of its Preclinical Research Costs with respect to each Product and each Collaboration Program for a period of ​ years after the end of the Calendar Year in which such Preclinical Research Costs were incurred in accordance with Accounting Standards.

Before the expiration of ​, Regeneron may select one or more Products from such Collaboration Program to become Licensed Products and to Initiate GLP Toxicology Studies for such Product(s).

Confidential IN WITNESS WHEREOF, Regeneron and Decibel have caused this Amendment No. 2 to be executed by their duly authorized representatives as of the Amendment No. 2 Effective Date.

Royalties. Subject to the provisions of this [Section 7.4], Regeneron shall pay to CytomX, on a Licensed Product-by-Licensed Product and country-by-country basis, royalties on annual Net Sales of Licensed Products during the applicable Royalty Term, calculated as set forth in [Section 7.4.3]. Royalties will be payable on a Calendar Quarter-by-Calendar Quarter basis and any such payments shall be made within ​ days after Regeneron’s receipt of an invoice from CytomX for such Calendar Quarter’s Net Sales based on the Regeneron sales report provided as set forth in [Section 7.8.1] below.

Alliance Managers. Each of Regeneron and CytomX shall appoint one representative who possesses a general understanding of development, regulatory, manufacturing and commercialization matters to act as its respective alliance manager(s) for this relationship (an “Alliance Manager”). Each Party may replace its respective Alliance Manager at any time upon written notice to the other in accordance with this Agreement. Any Alliance Manager may designate a substitute to temporarily perform the functions of that Alliance Manager. Each Alliance Manager will also be responsible for: