Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.

Involuntary Proceeding. A proceeding or case shall be commenced against it without its application or consent in any court of competent jurisdiction, seeking # the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debts, of it, # the appointment of a trustee, receiver, custodian, liquidator or the like for it or of all or any substantial part of its assets, or # similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed or unstayed and in effect, for a period of 30 days, or an order for relief against it shall be entered in an involuntary case under the Bankruptcy Code.

No Proceeding. No proceeding or lawsuit shall have been commenced for the purpose of obtaining any injunction, writ or preliminary restraining order described in Section 5.1(a) or seeking to collect any material damages alleged to arise from this Agreement; and

Proceeding. “Proceeding” shall, for the purposes of this Agreement, include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative, legislative or other hearing, or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Company or otherwise, in which Indemnitee was, is or may be involved as a party, witness or otherwise, by reason of the fact that Indemnitee is or was a director and/or officer of the Company or any subsidiary or affiliate of the Company, by reason of any action taken by him or her or of any inaction on his or her part while acting as such director and/or officer, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other legal entity or enterprise (an “Enterprise”), whether or not he or she is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

No Proceeding. There are no pending, and to Xenon’s Knowledge, no threatened, adverse actions, suits or proceedings (including interferences, reissues, reexaminations, cancellations, oppositions, nullity actions, invalidation actions or post-grant reviews) against Xenon involving the Xenon Licensed IP or any Compound or Product other than in ordinary course office actions.

Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.

Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit, claim, counterclaim, crossclaim or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.

Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.

Proceeding. For purposes of this Agreement, "proceeding" means any threatened, pending, or completed action, suit, alternative dispute resolution mechanism (including but not limited to an arbitration or mediation), hearing, inquiry, investigation, or other proceeding, whether civil, criminal, administrative, legislative or investigative, or of any other type whatsoever, including any and all appeals, and including any of the foregoing commenced by or on behalf of the Company, derivatively or otherwise.

Infringement Proceeding. Vertex will have the first right, but not the obligation, to institute, prosecute, and control a Proceeding with respect to any Competitive Infringement by counsel of its own choice at its own expense, and CRISPR will have the right, at its own expense, to be represented in that action by counsel of its own choice; provided that in such Proceeding, Vertex shall reasonably consider CRISPR’s comments with respect to which Patents to seek to enforce against such infringing party, taking into consideration the overall value of the Patents Covering the relevant Product to CRISPR and its licensees. If Vertex fails to initiate a Proceeding within a period of ​ after written notice of such Competitive Infringement is first provided by a Party under [Section 7.7.1, CRISPR]R] will have the right to initiate and control a Proceeding with respect to such Competitive Infringement by counsel of its own choice, and Vertex will have the right to be represented in any such action by counsel of its own choice at its own expense; provided that if Vertex notifies CRISPR during such ​ period that it is electing in good faith not to institute any Proceeding against such Competitive Infringement for strategic reasons intended to maintain the commercial value of the relevant Patent and any Product Covered thereby, CRISPR will not have the right to initiate and control any Proceeding with respect to such Competitive Infringement. Notwithstanding anything to the contrary contained herein, CRISPR will at all times have the sole right to institute, prosecute, and control any Proceeding under this [Section 7.7.2] to the extent involving any CRISPR Platform Technology Patents but will # keep Vertex reasonably apprised of the progress of such Proceeding, # reasonably consider Vertex’s comments with respect to the conduct of such Proceeding and # not enter a settlement, consent judgment or other voluntary final disposition of a Proceeding that disclaims, limits the scope of, admits the invalidity or unenforceability of, or grants a license, covenant not to sue or similar immunity that has an adverse effect on Vertex’s rights hereunder with respect to a CRISPR Platform Technology Patent without Vertex’s prior written consent, not to be unreasonably withheld, conditioned or delayed.