Ono shall not, and Ono shall cause its Affiliates and their Sublicensees not to, directly or indirectly, initiate, engage in, file, finance, participate in, aid or otherwise assist in any re-examination, opposition, or other action or proceeding in any patent office, or court anywhere in the world whereby the ownership, validity, patentability, entitlement to, priority and/or enforceability of all or any of the [[Forty Seven:Organization]] Patents is challenged or otherwise disputed. Any breach of this [Section 10.12.1] shall be deemed to be a material breach of this Agreement, subject to [Section 10.12.2].

Patent Challenge. aTyr will have the right to terminate this Agreement in its entirety immediately upon written notice to Kyorin if Kyorin or any of its Affiliates, directly or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of, or the grant of a supplementary protection certificate with respect to, any aTyr Licensed Patent. Kyorin will have the right to terminate this Agreement in its entirety immediately upon written notice to aTyr if aTyr or any of its Affiliates, directly or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of, or the grant of a supplementary protection certificate with respect to any Kyorin Controlled Patent.

Patent Challenge. Ovid shall have the right to terminate this Agreement immediately in its entirety upon written notice to Licensee if Licensee or any of its Certain identified information marked with ​ has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Patent Challenge. Lyra has the right to terminate this Agreement upon written notice to Lian in the event that Lian or any of its Affiliates or Sublicensees directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Patent Rights within the Licensed Technology (a “Patent Challenge”) and does not withdraw such Patent Challenge within ​ days of written notice from Lyra; provided that, if such Patent Challenge is brought by Lian or its Affiliates and it is withdrawn within such ​-day period, Lian shall promptly reimburse Lyra for all costs and expenses incurred by or on behalf of Lyra in defending and responding to such Patent Challenge; and provided further that this [Section 12.3(d)] (Patent Challenge) will not apply to any Patent Challenge that # is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by the Lyra under the applicable Patent Rights or any Patent Challenge, # was brought by an Acquirer prior to the effective date of such Change of Control, or # is brought by any non-Affiliate Sublicensee if Lian # causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or # terminates such Sublicensee’s sublicense to the Patent Rights being challenged by the Sublicensee, in each case, within ​ days after the Lyra’s notice to Lian under this [Section 12.3(d)] (Patent Challenge).

Patent Challenge. To the extent permitted by Laws on a country-by-country basis, Bayer agrees # not to challenge the validity or enforceability of any claim within the Licensed Patent Rights that are subject to the MSK Upstream Licenses, # [​].

Patent Challenge. Ovid shall have the right to terminate this Agreement immediately in its entirety upon written notice to Licensee if Licensee or any of its

Termination for Patent Challenge. If INNOCOLL or any of its Affiliates initiates a challenge under any court action or proceeding, or before the USPTO (except for a case where such actions undertaken by an Affiliate of INNOCOLL that first becomes such an Affiliate as a result of an acquisition of all or any part of INNOCOLL or any of its Affiliates, where such new Affiliate was participating in the challenge prior to such acquisition and immediately ceases such actions following such acquisition), of the validity, patentability or enforceability of any Licensed Patent, or initiates a reexamination or similar proceeding of any Licensed Patent, or directly assists any Third Party to conduct any of the foregoing activities, but excluding where INNOCOLL is involuntarily joined to any challenge or any ordinary course patent prosecution by or on behalf of INNOCOLL (each, a “Challenge”), [[DURECT:Organization]] will have the right to terminate this Agreement immediately following thirty (30) days’ written notice to INNOCOLL referencing this Section 10.2(c) and the specific facts giving rise to the termination, unless INNOCOLL or its applicable Affiliate has filed a motion to dismiss such action within ​ following receipt of such notice. In any event, INNOCOLL shall notify [[DURECT:Organization]] at least ​ prior to initiating any such Challenge. In the event that any sublicensee of INNOCOLL or its Affiliates to the Licensed Patents initiates a Challenge, upon the written request from [[DURECT:Organization]], INNOCOLL shall promptly terminate the applicable sublicense agreement.

Termination for Patent Challenge. In the event that a Party or any of its Affiliates 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 Stoke [[Unknown Identifier]] Patent, Stoke ​ Patent, Stoke [[Unknown Identifier]] Patent, Acadia [[Unknown Identifier]] Patents or other Acadia Patents as being invalid, unenforceable or otherwise not patentable, the other Party shall have the right to immediately terminate this Agreement in its entirety or with respect to the Program to which the challenged patent relates, including the rights with respect thereto of any Sublicensee, upon ​ prior written notice to such Party; provided that the other Party shall not have the right to terminate this Agreement # if such Party withdraws or causes to be withdrawn such action within such ​ period or # if such Party (or its Affiliate) or such Third Party challenged the Stoke [[Unknown Identifier]] Patent, Stoke ​ Patent, Stoke [[Unknown Identifier]] Patent, Acadia [[Unknown Identifier]] Patents or other Acadia Patents in defense of claims raised by or on behalf of other Party (or its Affiliate) against such Party (or its Affiliate) or such Third Party, or otherwise in connection with an assertion of a cross-claim or a counter-claim. In the event that the other Party notifies such Party in writing that any of such Party’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 Stoke [[Unknown Identifier]] Patent, Stoke ​ Patent, Stoke [[Unknown Identifier]] Patent, Acadia [[Unknown Identifier]] Patents or other Acadia Patents as being invalid, unenforceable or otherwise not patentable, then such Party shall terminate such Sublicensee’s sublicense in its entirety, unless # such action by such Sublicensee is withdrawn within ​ after the other Party’s notice to such Party thereof or # such Sublicensee (or its affiliate) or such Third Party challenged the Stoke [[Unknown Identifier]] Patent, Stoke ​ Patent, Stoke [[Unknown Identifier]] Patent, Acadia [[Unknown Identifier]] Patents or other Acadia Patents in defense of claims raised by or on behalf of the other Party (or its Affiliate) against such Sublicensee (or its affiliate) or such Third Party, or otherwise in connection with an assertion of a cross-claim or a counter-claim.

Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, upon the commencement by Licensee or any of its Affiliates of a Patent Challenge.

Termination for Patent Challenge. Except to the extent the following is unenforceable under the laws of a particular jurisdiction, NVCR may terminate this Agreement in its entirety, immediately if Zai or its Affiliates or Sublicensees, individually or in association with any other person or entity, commences a legal action challenging the validity, enforceability or scope of any Patents owned or Controlled by NVCR anywhere in the world.