Atea has no knowledge of the existence of any patent or patent application owned by or licensed to any Third Party, in which the researching, having researched, developing, having developed, registering, having registered, using, having used, making, having made, importing, having imported, exporting, having exported, marketing, having marketed, distributing, having distributed, selling or having sold Compounds, Products and Companion Diagnostics in the Field and in the Roche Territory would infringe a valid and enforceable claim of such patent or patent application (determined as if such application were to issue with substantially the same scope of claim existing as of the Effective Date).

Third Party Patent Rights. If in the reasonable opinion of Licensee, the Exploitation of a Licensed Compound or a Licensed Product in the Field and in the Territory by Licensee, any of its Affiliates or any of its or their Sublicensees infringes or is reasonably expected to infringe any Patent of a Third Party in any country in the Territory (such right, a “Third Party Patent Right”), then, as between the Parties, Licensee shall have the first right, but not the obligation, to negotiate and obtain a license from such Third Party to such Third Party Patent Right as necessary or desirable for Licensee or its Affiliates or its or their Sublicensees to Exploit such Licensed Compound or Licensed Product in the Field in such country; provided that as between the Parties, subject to [Section 4.4.3], Licensee shall bear all expenses incurred in connection therewith, including any royalties, milestones or other payments incurred under any such license.

Third Party Patent Rights. If in the reasonable opinion of Licensee, the Exploitation of any Licensed Compound or any Licensed Product in the Field and in the Territory by Licensee, any of its Affiliates or any of its or their Sublicensees or distributors or customers infringes or is reasonably expected to infringe (or, may become subject to claims by a Third Party of Patent infringement, whether or not the claims are considered to be valid and correct) any Patent of a Third Party in the Territory (such right, a “Third Party Patent Right”), then, as between the Parties, Licensee shall have the first right, but not the obligation, to negotiate and obtain a license from such Third Party to such Third Party Patent Right as necessary or desirable for Licensee or its Affiliates or its or their Sublicensees or distributors or customers to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory; provided that ​. In case this Section 5.6 (Third Party Patent Rights) is applicable, the royalty reductions in [Section 4.3.2(a)] (Reductions for Third Party Patent Rights) will apply.

Third-Party Patent Rights Covering Products. If ​ desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination, inter partes reviews, post-grant reviews, or other attack upon the validity, title, or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under [Section 9.6] (Infringement of Third Party Rights), in which case the provisions of [Section 9.6] (Infringement of Third Party Rights) will govern), ​ will so notify ​, and the Parties will promptly confer to determine whether to bring such action, the strategy to be employed in connection with any such action, or the manner in which to settle such action. CANbridge will have ​. The Party not bringing an action under this Section 9.7.1 (Third-Party Patent Rights Covering Products) will be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense and will cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action will be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts will be allocated between the Parties as provided in Section 9.5.2(g) (Recoveries). ​.

A person/entity who is not a party to this agreement shall not have any rights under or in connection with it.

No person other than you and the Company may enforce any terms of this Contract.

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

Reductions for Third Party Patent Rights. Subject to [Section 4.3.2(c)], if Licensee enters into an agreement with a Third Party in order to obtain a license to a Third Party Patent Right with respect to a Licensed Product that Licensee in good faith determines is necessary to Exploit such Licensed Product or to avoid claims of Infringement related to Exploitation of such Licensed Product in the Field in a country in the Territory, Licensee shall be entitled to deduct from royalties payable hereunder in a given Calendar Year with respect to such Licensed Product in such country ​ paid to such Third Party in such Calendar Year under such license ​ to such Third Party Patent Right.

Infringement of Third Party Patent Rights. If the Development, Manufacture or Commercialization of any Allogene Licensed Product is alleged by a Third Party to infringe a Third Party’s patent or other intellectual property rights, the Party becoming aware of such allegation will promptly notify the other Party. The Party that is alleged to infringe the Third Party’s patent or intellectual property rights will have the right to take such action as it deems appropriate in response to such allegation, and will be solely responsible for all damages, costs and expenses in connection therewith, subject to Section 10.1.

Third Party Patent Rights. If in the reasonable opinion of either Party, a license under any Patent or other intellectual property right of a Third Party in any country in the Territory is necessary or reasonably useful to Exploit the Licensed Product for use in the Licensed Field in the Territory in accordance with this Agreement (such right, a “Third Party Patent Right”), then the Parties shall meet and discuss the strategy for obtaining such Third Party Patent Right. The Parties shall negotiate in good faith to reach agreement with respect to such strategy. If no agreement has been reached after ​ following commencement of such discussions, then ​. If either Party determines not to enter into such an agreement under the [foregoing clauses (a) or (b)])], then it shall promptly notify the other Party thereof, and the other Party shall thereafter have the right to enter into such an agreement. Each Party shall ensure that any such license entered into under this Section 9.13 shall be freely sublicensable to the other Party and its Affiliates to enable such other Party and its Affiliates to fully exercise its rights and perform its obligations under this Agreement and shall promptly provide the other Party with a copy of any Third Party agreement entered into under this Section 9.13 with redactions permitted to the extent not reasonably necessary for the other Party to understand its obligations under such agreement or such agreement’s relevance to this Agreement. If the grant of a sublicense under a Third Party agreement entered into by either Party under this Section 9.13 would result in the other Party having any different or additional obligations or being subject to any additional terms as a result of being a sublicensee under such agreement, the other Party shall have ​ after receipt of a copy of such agreement to notify the Party that entered into the Third Party agreement as to whether it accepts such sublicensed rights. Notwithstanding anything to the contrary in this Agreement, unless and until the other Party notifies the Party that entered into the Third Party agreement within such ​ period that it wishes to receive a sublicense under the Third Party agreement entered into under this Section 9.13, Information and Patents licensed by the Party that entered into the Third Party agreement from a Third Party will not be deemed “Controlled” by the Party that entered into the Third Party agreement or its Affiliates under this Agreement and the other Party shall not be granted any rights, or have any obligations, under such Third Party agreement. ​. If in the reasonable opinion of PARTNER, a Third Party Patent Right may relate to the Exploitation of a Licensed Product by PARTNER or its Affiliates, then PARTNER or its Affiliates shall have the sole right, but not the obligation, to challenge the patentability, validity or enforceability of such Patent in any court of competent jurisdiction or before any supra-national, federal, national, regional, state, provincial and local governmental body of competent jurisdiction including the [[Address A:Address]] Patent and Trademark Office and the European Patent Office. REGENX shall not challenge the patentability, validity or enforceability of such Patent in any court or governmental body without PARTNER’s prior written consent, provided, however, that notwithstanding the foregoing, REGENX will not be prevented from challenging the patentability, validity or enforceability of any such Third Party Patent Right to the extent unrelated to the Licensed Product and the Indications in the Licensed Field. REGENX shall assist and cooperate with PARTNER as PARTNER may reasonably request from time to time in connection with the activities set forth in this Section 9.13.