Patent Challenge. Licensee acknowledges that prior to its entry into this Agreement it has had sufficient opportunity to review and assess the Patent Rights included in the Licensed Intellectual Property. Axsome shall have the right, exercisable in its sole discretion, to immediately, at Axsome’s sole option, terminate this Agreement or convert the licenses and sublicenses granted to Licensee from exclusive to nonexclusive licenses (with all other terms remaining unchanged), upon written notice to Licensee, effective upon receipt, if Licensee or any of its Affiliates or its or their respective Sublicensees, directly or indirectly, challenges the validity, enforceability or scope of any of the Licensed Patent Right. Neither Party shall, and each Party shall ensure that its Affiliates and their respective sublicensees do not, use or disclose any Confidential Information of the other Party or any nonpublic information regarding the prosecution or enforcement of any Licensed Patent Rights to which a Party or any of its Affiliates or sublicensees are or become privy as a consequence of the rights granted to such Party pursuant to this Agreement, in initiating, requesting, making, filing or maintaining, or in funding or otherwise assisting any other Person with respect to, any Challenge. For purposes of this Section 8.3, “Challenge” will be interpreted as follows: Licensee, its Affiliates or any of its or their Sublicensees will be deemed to have made a “Challenge” of a Licensed Patent Right included in the Licensed Intellectual Property if Licensee or such Affiliate or Sublicensee, respectively: # institutes or voluntarily joins as a party to, or causes its counsel to institute on Licensee’s or such Affiliate’s or such Sublicensee’s behalf, any interference, opposition, re-examination, inter partes review, post-grant review or similar proceeding with respect to any such Licensed Patent Right with any patent office; or # makes any filing or institutes or voluntarily joins as a party to any legal proceeding, or causes its counsel to make any filing or institute or voluntarily join as a party to any legal proceeding on Licensee’s or such Affiliate’s or such Sublicensee’s behalf, with a court or other Governmental Authority (including any patent office) having authority to determine the validity, enforceability or scope of such Licensed Patent Rights, in which one (1) or more claims or allegations challenges the validity or enforceability of any such Licensed Patent Rights.

Patent Challenge. If any Legacy Licensees granted rights with respect to Primary Patents directly, or knowingly, intentionally, or indirectly through assistance granted to a Third Party (except where such assistance is ordered by a court, patent office, or other tribunal or is required by Applicable Laws), commence any interference or opposition proceeding, challenge the scope, validity, or enforceability in any patent office or court proceedings of, or oppose any extension of or the grant of a supplementary protection certificate with respect to any Primary Patents (each such action, a “Patent Challenge”), # Legacy shall, to the extent it or any of its Affiliates is aware of such Patent Challenge, provide at least thirty (30) days prior written notice to Primary of such Patent Challenge and # Legacy shall reimburse any reasonable, documented expenses incurred by Primary in defending against or taking any other action with respect to such Patent Challenge to the extent Legacy is entitled under the Existing Ag Agreement (or any Assigned Downstream Agreement) to be reimbursed therefor, with such reimbursement to be made within thirty (30) days of receiving an invoice with respect to the same from Primary. Notwithstanding the foregoing, if any Primary Patent is asserted against Legacy, any Affiliate thereof, or any Legacy Licensees or any subcontractors of any of the foregoing, under the direction of Legacy or any Affiliate thereof (in the case of any such assertion against any Third Party Legacy Licensees), or Primary, any Affiliate thereof, or any Third Party (in the case of Legacy, its Affiliates, and Legacy Licensees), then, as applicable, Legacy, its Affiliates, and Legacy Licensees are entitled to all and any defenses available to them with respect to such matter, including challenging the validity or enforceability of such patent, or undertaking any of the other actions referenced above (and such challenge or other action by Legacy, its Affiliates, or any Legacy Licensees in response to such an assertion shall not be considered a “Patent Challenge” for purposes of this Section 7.4).

Termination for Patent Challenge. If Allergan or any of its Affiliates or Sublicensees challenges under any court action or proceeding, or before any patent office, the validity, patentability or enforceability of any UroGen Patent, or initiates a reexamination of any UroGen Patent, or assists any Third Party to conduct any of the foregoing activities (each, a “Patent Challenge”) and such Patent Challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by UroGen, its Affiliates or licensees against Allergan, its Affiliates or Sublicensees, UroGen may immediately terminate this Agreement; provided, however, that UroGen may not terminate this Agreement if such Patent Challenge is brought by a Sublicensee and Allergan or its Affiliate terminates such Sublicensee’s sublicense to the UroGen Patent within ​ days of UroGen providing notice to Allergan regarding such Patent Challenge. Allergan shall notify UroGen at least ​ days prior to Allergan’s initiation of any Patent Challenge.

Termination for IP Challenge. Either Party has the right to terminate this Agreement upon written notice to the other Party in the event that the other Party or any of its Affiliates directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Unum Background Patents or Patents within the Unum Program IP or the SGI Background Patents or Patents within the SGI Program IP, as the case may be; provided that # this Section 16.2 will not apply to any such proceeding involving any Third Party who becomes an Affiliate of a Party hereunder if such proceeding was initiated at least ​ before the signing of the definitive document(s) whereby such Third Party becomes such an Affiliate, and # if initiated within any such three-month period, this Section 16.2 will not apply to such proceeding if such proceeding is terminated within ​days of such Third Party becoming an Affiliate of such Party.

Termination of Challenge Period. The Challenge Period (as defined in the Interim DIP Order) is terminated as of the date hereof, and the stipulations, admissions, findings, and release contained in the Interim DIP Order shall be binding on the Debtors’ estates and all parties in interest.

by TRIS upon written notice to AYTU if AYTU or its Subsidiaries directly, or indirectly by controlling, providing assistance or direction to a Third Party, # file an action seeking to invalidate or challenge the validity or enforceability of, # oppose any extension of, or # commence any interference or opposition proceeding with respect to, any Patent included in TRIS Intellectual Property Rights (“TRIS Patent Rights“) and listed in the FDA Orange Book with respect to the Products (each such action, a “AYTU Patent Challenge”). AYTU will include provisions in any agreement entered into with a Sublicensee providing that if the Sublicensee or its Affiliates undertake or threaten an AYTU Patent Challenge with respect to any TRIS Patent Rights under which the Sublicensee is granted the right to Market a Product, AYTU will be permitted to terminate such sub-licensed rights. If such a Sublicensee of AYTU (or an Affiliate of such Sublicensee) undertakes an AYTU Patent Challenge of any such TRIS Patent Right relating to a Product, then AYTU upon receipt of notice from TRIS of such AYTU Patent Challenge will terminate the applicable sublicense agreement. In connection with such sublicense termination, AYTU shall cooperate with TRIS’ reasonable requests to cause such a terminated Sublicensee to discontinue activities with respect to such Product;

CytomX will have the right to terminate this Agreement immediately upon written notice to Regeneron if Regeneron or any of its Sublicensees or Affiliates initiates or asserts any CytomX Patent Challenge and fails to initiate rescission of such CytomX Patent Challenge

“Patent Challenge” has the meaning set forth in Section 11.2.5.

it is unaware of any infringement or likely infringement of, or any challenge or likely challenge to the validity of, any of the Patent Rights or of anything that might render any of the Patent Rights invalid or subject to a compulsory licence order or prevent any application in the Patent Rights proceeding to grant; and

Patent Extensions. Primary shall promptly notify Legacy of the issuance of each Regulatory Approval concerning a Primary Collaboration Derived Product in the Primary Field and, where reasonably possible and reasonably useful or materially valuable in the commercialization of Primary Collaboration Derived Products in the Primary Field, use Commercially Reasonable Efforts to apply or enable Legacy to apply for all available patent term extensions, adjustments or restorations, or supplementary protection certificates with respect to any Legacy Patents Covering such Primary Collaboration Derived Products (or CDC(s) or Derivative(s) thereof contained therein), or other forms of market exclusivity conferred by Applicable Laws on any Primary Collaboration Derived Products (or CDC(s) or Derivative(s) thereof contained therein) (collectively, all of the foregoing, “Legacy Patent Term Extensions”). Legacy shall, to the extent reasonably possible and reasonably useful or valuable in the commercialization of Primary Collaboration Derived Products, use Commercially Reasonable Efforts to, if and as requested by Primary, obtain (or assist Primary in obtaining), with respect to the Legacy Patents, all Legacy Patent Extensions in any country of the Territory. The Parties shall cooperate with each other in obtaining Legacy Patent Term Extensions wherever and whenever applicable, reasonably possible to obtain, and reasonably useful or valuable in the commercialization of Primary Collaboration Derived Products.