Termination for IP Challenge. To the extent allowed by Law, Amgen shall have the right, upon written notice to Company, to terminate in full (a) this Agreement, in the event that Company or any of its Affiliates directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents or Framework Patents, or (b) any Sublicensee’s sublicense, in the event that such Sublicensee directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided that Amgen shall not have the right to terminate any sublicense under Section 10.2.2 (b) (Termination for IP Challenge) for any such challenge by any Sublicensee if such challenge is dismissed within [*] of Amgen’s notice to Company under this Section 10.2.2 (Termination for IP Challenge) and not thereafter continued.
Termination for IP Challenge. Moderna will have the right to terminate this Product Commercialization Schedule with respect to a Product and the related Subject Constructs upon written notice to AstraZeneca in the event that AstraZeneca or any of its Affiliates or Sublicensees challenges or directs a Third Party to challenge in a legal or administrative proceeding the patentability, enforceability or validity of any Patents within the [***] covering such Product or the related Subject Constructs (a “Patent Challenge”); provided that Moderna will not have the right to terminate this Product Commercialization Schedule under this Section 6.2 for any such Patent Challenge by any Sublicensee if such Patent Challenge is dismissed within [***] days of Moderna’s notice to AstraZeneca under this Section 6.2 and not thereafter continued.
Termination for IP Challenge. If Regeneron or any of its Affiliates Challenges an Intellia Background Patent Right or any Patent Rights within the Intellia CRISPR-Cas IP in any country in the world (such Patent Right, a “Challenged Patent Right”), then Intellia may, following written notice to Regeneron and provided that Regeneron or its Affiliate (and without reference to Section 17.1(b)) does not withdraw such Challenge within [***] days of receipt of such notice, in its sole discretion either (a) exclude such Challenged Patent Right from the scope of the Patent Rights licensed hereunder or (b) except to the extent the following is unenforceable under the law of a particular jurisdiction where a patent application within the Challenged Patent Rights is pending or a patent within the Challenged Patent Rights is issued, terminate this Agreement solely with respect to all Regeneron Products Directed to a Regeneron Target that is Covered by such Challenged Patent Right, by providing written notice of termination to Regeneron. For purposes of this Section 16.5, (i) “Challenge” means [***].
Termination for IP Challenge. Bluebird will have the right to terminate this License Agreement in full upon written notice to Celgene in the event that Celgene or any of its Affiliates or Sublicensees directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Patents within the Licensed IP (except as a defense against a claim, action or proceeding asserted by Bluebird against Celgene or its Affiliates or Sublicensees) (a “Patent Challenge”); provided that with respect to any such Patent Challenge by any Sublicensee of Celgene, (i) Bluebird will not have the right to terminate this License Agreement under this Section 10.2(b) if Celgene (A) causes such Patent Challenge to be terminated or dismissed or (B) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case ((A) and (B)) within [***] Bluebird’s notice to Celgene under this Section 10.2(b), and (ii) Bluebird may terminate this License Agreement only with respect to the country or countries in which such Sublicensee has commenced a Patent Challenge unless such country or countries are the United States, France, Germany, Italy, Spain and/or the United Kingdom, in which case Bluebird may terminate this entire License Agreement. In the event Celgene intends to assert a Patent Challenge in any forum, not less than [***] prior to making any such assertion, Celgene will provide to Bluebird a complete written disclosure of each basis known to Celgene for such assertion. Notwithstanding the foregoing, Bluebird’s termination right under this Section 10.2(b) will not apply to any Affiliate of Celgene that first becomes an Affiliate of Celgene after the Effective Date of this License Agreement in connection with a Business Combination, where such Affiliate of Celgene was undertaking activities in connection with a Patent Challenge prior to such Business Combination; provided however that Celgene causes such Patent Challenge to terminate within forty-five (45) days after such Business Combination.
Termination for IP Challenge. ONYX will have the right to terminate this Agreement in full upon written notice to XXXXX in the event that XXXXX or any of its Affiliates or Sublicensees directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided, however, that ONYX will not have the right to terminate this Agreement under this Section 9.2.2 (Termination for IP Challenge) if XXXXX files a request for re-examination of a Licensed Patent or re-issue of a Licensed Patent to the extent that such actions are reasonably necessary or desirable to ensure adequate protection for Products; provided, further, that ONYX will not have the right to terminate this Agreement under this Section 9.2.2 (Termination for IP Challenge) for any such challenge by any Sublicensee if (a) XXXXX terminates such Sublicense within *** days of ONYX’s notice to XXXXX under this Section 9.2.2 (Termination for IP Challenge) or (b) such challenge is dismissed within *** days of ONYX’s notice to XXXXX under this Section 9.2.2 (Termination for IP Challenge) and not thereafter continued.
Termination for IP Challenge. Intellia will have the right to terminate this Agreement in its entirety upon written notice to Novartis in the event that Novartis or any of its Affiliates directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Patent Rights within the Intellia Intellectual Property or the Collaboration Platform Intellectual Property (except as a defense against a claim, action or proceeding asserted by Intellia against Novartis or its Affiliates or sublicensees) (a “Novartis Patent Challenge”); provided that Intellia will not have the right to terminate this Agreement under this Section 11.2.3 for any such Novartis Patent Challenge by any sublicensee if such Novartis Patent Challenge is dismissed within [***] days of Intellia’s notice to Novartis under this Section 11.2.3 and not thereafter continued. The effect of any such termination by Intellia (and the provisions that survive and are terminated by such a termination) will be the same as that set forth in Section 11.2.1(b) above. [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Termination for IP Challenge. AMGEN will have the right to terminate this Agreement in full upon written notice to AKERO in the event AMGEN discovers or receives notice that AKERO or any of its Affiliates or Sublicensees directly challenged in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided, however, that AMGEN will not have the right to terminate this Agreement under this Section 9.2.1(a) if (a) for any such challenge by any Sublicensee, AKERO terminates such Sublicense within sixty (60) days of AMGEN’s notice to AKERO under this Section 9.2.1(a) or (b) such challenge is dismissed within [***] days of AMGEN’s notice to AKERO under this Section 9.2.1(a) and not thereafter continued.
Termination for IP Challenge. Xxxxx will have the right to terminate this Agreement in full upon written notice to Clovis in the event that Clovis or any of its Affiliates, Sublicensees or Distributors directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Avila Patents; provided that Xxxxx will not have the right to terminate this Agreement under this Section 12.2(b) for any such challenge by any Sublicensee or Distributor if such challenge is dismissed within thirty (30) days of Xxxxx’x notice to Clovis under this Section 12.2(b) and not thereafter continued.
Termination for IP Challenge. AMGEN will have the right to terminate this Agreement in full upon written notice to XXXXX in the event that XXXXX or any of its Affiliates or Sublicensees directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided, however, that AMGEN will not have the right to terminate this Agreement under this Section 9.2.2 (Termination for IP Challenge) for any such challenge by any Sublicensee if (a) XXXXX terminates such Sublicense within [***] days of AMGEN’s notice to XXXXX under this Section 9.2.2 (Termination for IP Challenge) or (b) such challenge is dismissed within [***] days of AMGEN’s notice to XXXXX under this Section 9.2.2 (Termination for IP Challenge) and not thereafter continued.
Termination for IP Challenge. BIND will have the right to terminate this Agreement in full upon written notice to AstraZeneca in the event that AstraZeneca or any of its Affiliates or Sublicensees directly or indirectly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any BIND Background Patents or Patents within BIND Core IP which are licensed to AstraZeneca hereunder; provided that BIND will not have the right to terminate this Agreement under this Section 14.2(e) for any such challenge by any Sublicensee if (i) such challenge is dismissed within thirty (30) days of BIND’s notice to AstraZeneca under this Section 14.2(e), (ii) such challenge is not reinstituted or continued, (iii) the Sublicense with such Sublicensee is terminated and (iv) AstraZeneca promptly reimburses BIND for all reasonable costs and expenses incurred by BIND in connection with such challenge.
