definiens: ( as defined therein ) by CAT or its sublicensee ( without a corresponding material payment by CAT of cash or in - kind consideration therefor ), then CAT will promptly notify Licensee of such amendment and the Parties will in good faith promptly amend the applicable provisions of this Agreement in order to provide to Licensee, as best as practicable, the economic benefits ( or reduction of obligations ) resulting from such amendment to the MRC Agreeme~ Llo.3.2 Upon termination of the MR.C Agreement, and upon request by Licensee, CAT will use commercially reasonable efforts to obtain a direct license for Licensee fromthe,~ Medical Research Council, its successors or assigns to any CAT Licensed Patents licensed to CA T under such agreement upon the terms set forth herein ( including, without limitation, pursuant to Section SA of the MRCAgreement ) ; provided, however, that CAT will have no such obligation if Licensee 's acts or omissions under this Agreement caused such termination of the MRC Agreemen'C ] 10.4 Consequences of Expiration and Termination