Challenges to Licensed Patent Rights. Neither [[Organization A:Organization]] nor any of its Affiliates or Sublicensees shall institute or actively participate as an adverse party in, or otherwise provide material support to, any legal action or administrative proceeding in the Territory to invalidate or limit the scope of any Licensed Patent Right claim or obtain a ruling that any Licensed Patent Right claim is unenforceable or not patentable or that any Licensed Product does not infringe one or more claims of any Licensed Patent Right (“Licensed Patent Right Challenge”) until the expiration of eighty (80) Business Days after [[Organization A:Organization]] serves on [[Agenus:Organization]] written notice of [[Organization A:Organization]]’s or any [[Organization A:Organization]] Affiliate’s or Sublicensee’s intention to bring or participate in a Licensed Patent Right Challenge. [[Organization A:Organization]] shall also provide to [[Agenus:Organization]] a complete written disclosure of each and every basis then known to [[Organization A:Organization]] or any [[Organization A:Organization]] Affiliate or Sublicensee for the Licensed Patent Right Challenge and shall provide [[Agenus:Organization]] with a copy of any document or publication that [[Organization A:Organization]] or any [[Organization A:Organization]] Affiliate or Sublicensee may use in connection with the Licensed Patent Right Challenge. [[Organization A:Organization]]’s failure to comply with this provision will constitute a material breach of this Agreement. If a claim of a Licensed Patent Right is adjudged to be not invalid by a governmental authority of competent jurisdiction, the Royalty rates and Sublicense Income payments due [[Agenus:Organization]] under this Agreement will be doubled with respect to Net Sales of Licensed Products occurring and sublicenses executed on or after the initiation of the Licensed Patent Right Challenge.

Licensed Technology. As between the Parties, Licensor is, and shall remain, the sole and exclusive owner of the Licensed Technology.

Licensed Product. Zolgensma is a Licensed Product.

“Licensed Product”. Licensed Product means any pharmaceutical preparation or product comprising a Compound that is Covered by Novo Patent Rights or uses or embodies Novo Know-How and is # for sale by prescription, over-the-counter or any other method, or # for administration to patients in a clinical trial, and shall include any Licensed Product that is part of a Combination Product.

Licensed Technology. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to IMMEDICA an exclusive, royalty-bearing right and license, with the right to grant and authorize sublicenses as provided in [Section 2.2], under the Licensed Technology to Develop and Commercialize the Product in the Field within the Territory. IMMEDICA shall not itself, or grant any right to any Third Party to, conduct any research or Development directly related to the Product outside of the Territory without LICENSOR’s prior written consent.

Licensed Marks. As between the Parties, Verrica owns and retains all right, title, and interest in and to all trademarks associated with any trademarks Controlled by Verrica that are associated solely with Products (each, a “Licensed Mark”). Verrica shall register and maintain all Licensed Marks at Verrica’s cost and expense, and all goodwill in any such Licensed Mark shall accrue to Verrica. Verrica hereby grants Licensee an exclusive (even as to Verrica), fully paid-up, royalty-free, sublicensable license to use the Licensed Marks to practice the License in accordance with this Agreement. Licensee shall, and shall ensure that its Affiliates and its and their respective sublicensees, use the Licensed Marks solely in connection with the practice of the License in accordance with this Agreement.

Licensed Marks. Verrica shall control the prosecution and maintenance of any Licensed Marks in the Territory, at Verrica’s discretion and expense. If Verrica wishes to abandon the Licensed Marks in the Territory, then, prior to abandonment, Verrica shall notify in writing Licensee at least ​ in advance of any statutory bar or other deadline that would result in loss of such Licensed Mark. Following such notification, Licensee may, at its option, notify Verrica in writing that it is electing to undertake the filing, prosecution, defense and maintenance of such to-be-abandoned Licensed Mark, unless the maintenance of such Licensed Mark would be inconsistent with Applicable Laws or otherwise detrimental to the activities of Verrica in the Verrica Territory. If Licensee elects to undertake the filing, prosecution, defense and maintenance of the Licensed Mark by providing written notice thereof to Verrica, then Licensee shall control the prosecution and maintenance of the Licensed Mark at Licensee’s expense.

Licensed Marks. Verrica shall control the enforcement of the Licensed Mark in the Territory at its expense. Verrica shall provide information about its intention with respect to any actual or threatened Licensed Mark within ​ after it first learns of such actual or alleged infringement. Licensee shall have the right to enforce such Licensed Mark at its own expenses in the event that Verrica does not initiate an enforcement action within ​ after it first learns of such infringement.

Licensed Personnel. Except to the extent that noncompliance with the following, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the Licensed Personnel, when acting in their capacities as such, have complied at all times since December 31, 2020 and currently are in compliance with all applicable Health Care Laws, and hold and, at all times that such Persons have been Licensed Personnel of any Loan Party and acting in their capacities as such or since December 31, 2020, if shorter, have held, all Health Care Permits required by applicable Health Care Laws in the performance of such Licensed Personnel’s duties for such Loan Party, and each such Health Care Permit is in full force and effect and no suspension, revocation, impairment, or termination of any such Health Care Permit due to a failure to comply with a Health Care Permit requirement of law is pending or threatened.

Licensed Technology. Lyra has not granted to any Third Party, including any academic organization or agency, any license, option or other rights to research, Develop, Manufacture, use or Commercialize the Licensed Product in the Field in the Territory. No Third Party has any license, option or other rights or interest in or to the Licensed Technology in the Field in the Territory other than the rights that are expressly reserved or contingent under this Agreement.