definiens: shall mean any action orproceeding ( including any patent opposition or re - examination proceeding ) challenging or denying the validity, patentability, and/or enforceability of any of the ( as defined in the Yale Agreement ) underwhich a Yale Patent Sublicensee is a SUBLICENSEE ( as defined in the Yale Agreement ) in a court of competentjurisdiction or with any governmental agency with authority over such LICENSED PATENTS anywhere in the world;and a shall mean Licensee or any of its Affiliates or Sublicensees . Except to the extentthe following is unenforceable under the Laws of a particular jurisdiction, in the event that ( i ) any Yale PatentSublicensee brings a Yale Patent Challenge anywhere in the world, or ( ii ) any Yale Patent Sublicensee knowinglyassists another party in bringing a Yale Patent Challenge anywhere in the world ( except as required under a courtorder or subpoena ), then the following would apply:8.8.1 During the pendency of such Yale Patent Challenge and thereafter solely to the extent provided inSection 8.8.3, in addition to any amounts due from Licensee to [COMPANY] pursuant to Article 6 of this Agreement ( whichshall remain payable as further described below ), [COMPANY] shall pay directly to Yale, on behalf of [COMPANY], [ * * ] percent ( [ * * ] % ) of the royalties due from [COMPANY] to Yale under the Yale Agreement with respect to all Net Sales ofLicensed Products by Licensee, its Affiliates or Sublicensees ( defined below as ) on or after the dateof such Yale Patent Challenge, provided that if a first sale to a Third Party of any Licensed Product on which royaltiesare owed to [COMPANY] hereunder has not been made by any Yale Patent Sublicensee in any country prior to thecommencement of such Yale Patent Challenge, [COMPANY] shall, until such first sale occurs, pay directly to Yale, within [ * * ] of the date of such Yale Patent Challenge and on or before each anniversary of the date of such YalePatent Challenge which occurs prior to such first sale, an amount equal to [ * * ] U.S. dollars ( US$ [ * * ] ), which is basedon the license maintenance royalty due to Yale from [COMPANY] pursuant to Section 5.2 of the Yale Agreement . Unlessotherwise provided in Section 8.8.2, the payments described above shall be made to Yale in accordance withSections 7.3, 7.4.2, 7.7, 7.8, 7.9 and 7.11 of this Agreement, but to Yale and for the benefit of Yale, and to anaccount designated by Yale in writing . For clarity, such payments shall be due from [COMPANY] in addition to anyobligation of [COMPANY] to pay Yale such amounts as are due under the Yale Agreement and to the obligation ofGenentech to pay [COMPANY] any amounts due under this Agreement, in each case based on the development andcommercialization of Licensed Products by Licensee, its Affiliates or Sublicensees, and all such payments shall bedue without any other penalty that may be assessed on such amounts or other payments due from [COMPANY] to Yaleunder the Yale Agreement as a result of a Yale Patent Challenge