Example ContractsClausesTermination for Patent Challenge
Termination for Patent Challenge
Termination for Patent Challenge contract clause examples

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.

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.

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.

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. NPLH may terminate this Agreement upon ​ days’ prior written notice to Everest if Everest or its Affiliates or its or their Sublicensees, individually or in association with any other person or entity, directly or indirectly, commences or participates in a Challenge to the validity or enforceability of any Licensed Patents, unless Everest, such Affiliate or Sublicensee dismisses or withdraws such legal action within ​ days of commencing or participation in such Challenge. Everest may terminate this Agreement upon ​ days’ prior written notice to NPLH if NPLH or its Affiliates or its or their Sublicensees, individually or in association with any other person or entity, directly or indirectly, commences or participates in a Challenge to the validity or enforceability of any Everest Patents, unless NPLH, such Affiliate or Sublicensee dismisses or withdraws such legal action within ​ days of commencing or participation in such Challenge.

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.

Termination for Patent Challenge. If [[FibroGen:Organization]], its Affiliates or Sublicensees directly or indirectly and voluntarily commences or participates in any Patent Challenge, HFB shall have the right to give a written “Patent Challenge Notice” to [[FibroGen:Organization]]. Within ​ following [[FibroGen:Organization]]’s receipt of the Patent Challenge Notice, and, unless [[FibroGen:Organization]] or its applicable Affiliate or Sublicensee withdraws or causes to be withdrawn all such Patent Challenges within such ​ following receipt of the Patent Challenge Notice, at HFB’s sole discretion, HFB may convert the licenses granted pursuant to Section 2.1 (Licenses to [[FibroGen:Organization]]) with respect to such Licensed Program to non-exclusive licenses and terminate [[FibroGen:Organization]]’s obligations under Section 2.8 (Exclusivity) with respect to such Licensed Program, or terminate this Agreement with respect to such Licensed Program, if permitted by applicable law.

Termination for Patent Challenge. If CANbridge or any of its Affiliates or Sublicensees, 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 LogicBio Licensed Patent Right (a “Patent Challenge”), then LogicBio will have the right to terminate this Agreement on ​ written notice to CANbridge; such termination of such license to be effective immediately following such notice period; provided that if CANbridge or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within ​ after being requested to do so by LogicBio in writing (which termination notice will be deemed a request), then LogicBio will have no right to terminate this Agreement pursuant to this Section 11.5 (Termination for Patent Challenge). For clarity, LogicBio may not terminate this Agreement pursuant to this Section 11.5 (Termination for Patent Challenge) if CANbridge or its Affiliate or Sublicensee is required by legal process to be joined as a party in any Patent Challenge by a Third Party. In addition, notwithstanding the foregoing, LogicBio will have no right to terminate this Agreement pursuant to this Section 11.5 (Termination for Patent Challenge) with respect to: # any affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by CANbridge, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, LogicBio or any Third Party, or # any Patent Challenge that is commenced by a Sublicensee, provided that CANbridge demands that such Sublicensee withdraw such Patent Challenge promptly after CANbridge becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within ​ after receipt of notice from CANbridge.

Termination for Patent Challenge. Either Party shall have the right to terminate this Agreement immediately in its entirety upon written notice to the other Party if # a Party or any of its Affiliates or Sublicensees directly, or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or

Termination for Patent Challenge. Relay may terminate this Agreement upon written notice to Licensee if Licensee or any of its Affiliates or any Licensee Sublicensee directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Patent within the Relay Patents (each, a “Patent Challenge”); provided, however, that Relay shall first notify Licensee in writing that it believes Licensee or any of its Affiliates or any Licensee Sublicensee has initiated a Patent Challenge and shall give Licensee no less than ​ to withdraw, or have its Affiliate or Licensee Sublicensee withdraw, such Patent Challenge (or in the case of a Licensee Sublicensee, for Licensee to terminate the applicable sublicense of such Licensee Sublicensee if such Licensee Sublicensee is unwilling to withdraw the Patent Challenge). In any event, # this Section 16.5 will not apply to any such Patent Challenge that is first made by Licensee or any of its Affiliates or Licensee Sublicensees in defense of a claim of patent infringement brought by Relay, # with respect to any Third Party that becomes an Affiliate of Licensee during the Term as a result of a Change of Control of Licensee or acquisition of such Third Party by Licensee, this Section 16.5 will not apply to any Patent Challenge involving such Third Party if such Patent Challenge was initiated before the signing of the definitive document(s) whereby such Third Party becomes such an Affiliate and such Third Party promptly terminates the Patent Challenge within ​ after the closing of the applicable Change of Control.

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