Challenges of Patent Rights. If, during the Term, either Party (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any 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 UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period as the other Party may designate in such notice), and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] period, the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts agai...
Challenges of Patent Rights. In the event that Green Cross or any of its Related Parties (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Argos Patent Rights or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Argos Patent Rights or any claim thereof, then (i) Green Cross shall give notice thereof to Argos within [**] days of taking such action and (ii) Argos will have the right, in its sole discretion to give notice to Green Cross that either (A) the licenses granted to Green Cross with respect to all or any portion of the Argos Technology under this Agreement will terminate in [**] days following such notice (or such longer period as Argos may designate in such notice), and, unless Green Cross ceases all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such [**]day period, such licenses will so terminate, or [**]. In the event that Argos elects to terminate the licenses but is not permitted to do so under applicable law, then the Parties agree to construe this provision as to permit Argos to terminate the licenses to that portion of such Argos Technology with respect to which Argos has the legal right to do so.
Challenges of Patent Rights. In the event that NovaMedica or any of its Related Parties (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Clearside Patent Rights licensed NovaMedica under this Agreement, or any claim thereof, or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Clearside Patent Rights or any claim thereof, then Clearside shall have the right to terminate this Agreement upon written notice to NovaMedica.
Challenges of Patent Rights. If, during the Term, Genzyme or any of its Affiliates (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the Alnylam Core Technology Patents (as defined in any of the License Terms) that Covers any siRNA in any Option Product or Collaboration Product or is licensed by Genzyme under any License Terms or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of such Patent Rights (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, Alnylam shall have the right, exercisable within sixty (60) days following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to Genzyme that Alnylam may terminate the Collaboration Agreement ninety (90) days following such notice (or such longer period as Alnylam may designate in such notice), and, unless Genzyme or such Affiliate withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that Genzyme or Genzyme’s Affiliates do not have the power to unilaterally withdraw or cause to be withdrawn, Genzyme and Genzyme’s Affiliates cease actively assisting any other party to such Patent Challenge and, to the extent Genzyme or a Genzyme Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such ninety (90)-day period, Alnylam shall have the right to terminate the Collaboration Agreement by providing written notice thereof to Genzyme. The foregoing sentence shall not apply (i) with respect to any claim of an Alnylam Core Technology Patent that Covers any siRNA in any Option Product or Collaboration Product or is licensed by Genzyme under any License Terms that Alnylam first asserts against Genzyme or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Execution Date acquires or is acquired by Genzyme or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced p...
Challenges of Patent Rights. If a Party or any of its Related Parties (the "Challenging Party") should (i) commence or participate in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise assert in writing any claim, challenging or denying the validity of any of the Patent Rights licensed to the Challenging Party hereunder or any claim thereof or (ii) actively assist any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity of any of such Patent Rights or any claim thereof, the other Party shall have the right to give notice to the Challenging Party (which notice shall be given, if at all, within [******] after the other Party first learns of the foregoing) to the effect that the licenses granted to the Challenging Party to such Patent Rights shall terminate in [******] following such notice and, unless the Challenging Party withdraws or causes to be withdrawn all such challenge(s) within such [******] period, such licenses shall terminate.
Challenges of Patent Rights. In the event that MEDcell or any of its Related Parties (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Argos Patent Rights licensed to MEDcell under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Argos Patent Rights or any claim thereof, then (i) MEDcell shall give notice thereof to Argos within [**] days of taking such action and (ii) Argos will have the right, in its sole discretion, to give notice to MEDcell that either (A) the licenses granted to MEDcell with respect to all or any portion of the Argos Technology under this Agreement will terminate in [**] days following such notice (or such longer period as Argos may designate in such notice), and, unless MEDcell or Related Parties cease all participation with respect to all such challenge(s) (including withdrawing any challenge within its control) within such [**]day period, such licenses will so terminate, or (B) the royalty rate determined in accordance with Section 9.2.2 shall be doubled until such time as MEDcell or Related Parties cease all participation with respect to all such challenge(s) (including withdrawing any challenge within its control). In the event that Argos elects to terminate the licenses but is not permitted to do so under applicable law, then the Parties agree to construe this provision as to permit Argos to terminate the licenses to that portion of such Argos Technology with respect to which Argos has the legal right to do so.
Challenges of Patent Rights. In the event that Sarepta or any of its Related Parties (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any Summit Patent Right or any claim thereof or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Summit Patent Rights or any claim thereof, then (i) Sarepta shall [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. give notice thereof to Summit within [**] of taking such action (or becoming aware that its Related Party has taken such action) and (ii) Summit will have the right, in its sole discretion to give notice to Sarepta that the licenses granted to Sarepta with respect to all or any portion of the Summit Patent Rights licensed to Sarepta under this Agreement will terminate [**] following such notice (or such longer period as Summit may designate in such notice) unless (x) Sarepta withdraws or causes to be withdrawn all such challenge or (y) in the case of ex-parte proceedings, multi-party proceedings or other patent challenges that Sarepta or Sarepta’s Related Parties do not have the power to unilaterally withdraw or cause to be withdrawn, Sarepta and Sarepta’s Related Parties cease assisting any other party to such patent challenge and, to the extent Sarepta or a Sarepta Related Party is a party to such patent challenge, it withdraws from such patent challenge, in each case, within such [**] period. In the event that Summit is not permitted under Law to terminate the licenses with respect to all Summit Patent Rights under this Agreement, then the Parties agree to construe this provision to permit Summit to terminate only the licenses to that portion of such Summit Patent Rights with respect to which Summit may terminate consistent with applicable Law. The foregoing shall not apply with respect to (A) any patent challenge described in clause (a) or (b) above that is made in defense of Summit’s assertion of any Summit Patent Right against Sarepta or any of its Related Parties and (B) any patent challenge commenced by a Third Party that after the Effective Date acquires or is acquired by Sarept...
Challenges of Patent Rights. In the event that Pharmstandard or any of its Related Parties (a) commences or participates in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any of the Argos Patent Rights licensed Pharmstandard under this Agreement, or any claim thereof or (b) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any of such Argos Patent Rights or any claim thereof, then Pharmstandard shall give notice thereof to Argos within [**] days of taking such action and the royalty rate set forth in Section 3.1 shall be [**] percent ([**]%) (without regard to whether the aggregate Net Sales by Pharmstandard and its Related Parties of the Licensed Products meet the Recoupment Threshold, and, notwithstanding Section 3.1, such [**] percent ([**]%) royalty shall apply to Net Sales of Exempt Pharmstandard Licensed Products) until such time as Pharmstandard ceases all participation with respect to all such challenge(s) (including withdrawing any challenge within its control).
Challenges of Patent Rights. In the event that Licensee or its Related Parties (i) commence or participate in any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding), or otherwise assert in writing any claim, challenging or denying the validity of any of the Patent Rights licensed to the Licensee hereunder, or any claim thereof or (ii) actively assist any other Person in bringing or prosecuting any action or proceeding (including, without limitation, any patent opposition or re-examination proceeding) challenging or denying the validity of any of such Patent Rights or any claim thereof, Dyax will have the right to give notice to the Licensee (which notice must be given, if at all, within sixty (60) days after Dyax first learns of the foregoing) that the rights granted to Licensee under such Patent Rights will terminate in [*****] following such notice, and, unless the Licensee or its sublicense (as applicable) withdraws or causes to be withdrawn all such challenge(s) within such [*****] period, such licenses will so terminate.
Challenges of Patent Rights. In the event that a Party (the “Challenging Party”) or any of its Related Parties (i) commences or participates in any action or proceeding (including any patent opposition, re-examination or any other pre- or post-grant challenge or proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability (such an action or proceeding, a “Challenge”) of any of the Patent Rights licensed to such Challenging Party by the other Party (the “Licensor Party”) under this Agreement or any claim thereof or (ii) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition, re-examination or any other pre- or post-grant challenge or proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (A) such Challenging Party shall give notice thereof to such Licensor Party within [***] of taking such action or of learning that its Related Party has taken such action, and (B) such Licensor Party will have the right, in its sole discretion, to give notice to such Challenging Party that this Agreement will terminate thirty (30) days following such notice (or such longer period as such Licensor Party may designate in such notice), and, unless, with respect to a Challenge brought by such Challenging Party, such Challenging Party withdraws, or, with respect to a Challenge brought by its Affiliates, causes, or, with respect to a Challenge brought by its Sublicensee, [***] within such thirty (30)-day (or longer) period, this Agreement will so terminate. In the event that such Licensor Party is not permitted under Law to terminate this Agreement as contemplated in this Section 11.2(d), then the Parties agree to construe this provision to permit such Licensor Party to terminate only the licenses to that portion of such Patent Rights with respect to which such Licensor Party may terminate consistent with Law. EXECUTION VERSION
