Contest of Validity Clause Samples

Contest of Validity. In the event Licensee or its sublicensee(s) contest the validity or enforceability of any Licensed Patent, Licensee and its sublicensee(s) shall continue to pay royalties with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Contest of Validity. In the event Geron contests the validity of any Licensed Patent, Geron shall continue to pay royalties with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Contest of Validity. 11.1. Sublicensee shall provide […***…] at least […***…] prior written notice before filing any action that contests the validity of any Patent Rights during the term of this Agreement. 11.2. In the event that Sublicensee files any action contesting the validity of any Patent Rights, Sublicensee shall pay a royalty rate of […***…] specified in Section 3.2 or 3.3 of this Agreement, as applicable, for all Products and Services sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the Patent Rights challenged is valid and would be infringed by a Licensed Product sold by Sublicensee, if not for the Sublicensee granted by this Agreement, Sublicensee shall thereafter, for the remaining term of this Agreement, pay a royalty rate of […***…] specified in Section 3.2. or 3.3 of this Agreement, as applicable. 11.3. In the event that Sublicensee contests the validity of any Patent Rights during the term of this Agreement, Sublicensee agrees to pay to Sublicensor all royalties due under this Agreement during the period of the challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to Sublicensor, and shall not be refunded.

Contest of Validity. In the event Panacela or a third party contests the validity of any Licensed Patent, Panacela shall continue to pay royalties with respect to that patent as if such contest were not underway to an escrow agent mutually agreed to by the parties, to be held in a separate interest bearing account in accordance with the terms of a mutually acceptable escrow agreement between the parties in form and substance as is customary for such purposes, until such time as a court of last resort adjudicates the validity or invalidity of such patent. If such court of last resort confirms the invalidity or unenforceability of such patent, then all royalties previously paid by Panacela into escrow pursuant to this paragraph, together with all interest accrued thereon and any other amounts earned in respect thereof (collectively, the “Escrow Funds”), shall be promptly paid to Panacela. If such court of last resort confirms the validity or enforceability of such patent, then the Escrow Funds shall be promptly paid to CCF and/or CCF and CCIA, as applicable.

Contest of Validity. Licensee must provide ▇▇▇▇ at least [***] months prior written notice before filing any proceeding that contests the validity of any Licensed Patent during the term of this Agreement. In the event Licensee files any such proceeding, Licensee agrees to pay to ▇▇▇▇, directly and not into any escrow or other account, all royalties and other amounts due in view of Licensee’s activities under the Agreement during the period of challenge. Should the outcome of such contest determine that any claim of a Licensed Patent challenged by Licensee is valid, Licensee will thereafter, and for the remaining term of this Agreement, pay a royalty rate of [***] times the royalty rate specified in Section 4B of this Agreement and the entirety of ▇▇▇▇’▇ legal (including attorney) fees and costs incurred during such proceeding.

Contest of Validity. In the event Licensee intends to contest the validity or enforceability of any Licensed Patent, Licensee shall give ISURF ninety (90) days prior written notice. Licensee shall continue to make all payments to ISURF, without the right to pay in escrow, with respect to that Licensed Patent as if such contest or any third party contest, opposition, interference or post-grant proceeding regarding any Licensed Patent were not underway until the Licensed Patent is finally adjudicated invalid or unenforceable by a court of last resort. For purposes of clarity, no payment made to ISURF is refundable or may be offset.

Contest of Validity. In the event Exactech contests the validity of this Agreement or the Licensed Technology, Exactech shall continue to pay Transfer Distribution Fee amounts with respect to Developed Products as if such contest were not underway, until this Agreement or the Licensed Technology is adjudicated invalid or unenforceable in the following manner: A. All disputes over the meaning and interpretation of this Agreement shall be resolved by conciliation and mediation and if mediation is unsuccessful then disputes shall be finally settled by an Arbitrator selected by UFTB and Exactech. If UFTB and Exactech cannot agree on an Arbitrator, then disputes shall be resolved by an Arbitration Panel comprising one arbitrator appointed by UFTB, one arbitrator appointed by Exactech, and a Chairman of the Arbitration Panel appointed by the first two arbitrators. Any such arbitration proceeding shall be conducted in accordance with generally accepted arbitration rules; shall be held in the state of Florida, unless otherwise agreed by the parties; and judgment upon the arbitration award may be entered in any court having jurisdiction. B. In order to initiate procedures for dispute resolution by conciliation, mediation and arbitration either party shall give written notice to the other of intention to resolve a dispute, and absent satisfactory resolution, then to arbitrate. Such notice shall contain a statement setting forth the nature of the dispute and the resolution sought. If, within sixty (60) days of such notice a resolution by conciliation between the parties themselves or by mediation has not been achieved to the satisfaction of both parties, the dispute must be arbitrated. C. UFTB reserves the right and power to proceed with direct judicial remedies against Exactech without conciliation, mediation or arbitration for breach of the Transfer Distribution Fee payment and distributions reporting provisions of this Agreement after giving written notice of such breach to Exactech followed by an opportunity period of thirty (30) days in which to cure such breach. In collecting overdue Transfer Distribution Fee payments and securing compliance with reporting obligations, UFTB may use all judicial remedies available.

Contest of Validity. In the event Nomos contests the validity of any Licensed Patent, Nomos shall continue to pay royalties with respect to that patent as if such contest were not underway until the patent is adjudicated invalid or unenforceable by a court of last resort.

Contest of Validity. Notwithstanding Section 4.1 above, Grantor may contest the validity of any tax or assessment which it is obligated to pay under the terms of this Deed of Trust by appropriate legal and administrative proceedings. No default shall be declared hereunder as long as Grantor, in good faith, and by appropriate proceedings, is contesting the amount or validity of such tax, assessment or charge; provided that Grantor, before instituting any such contest, gives Beneficiary notice of its intention to do so and so long as the proceedings maintained by Grantor at all times effectively stay or prevent any official or judicial sale of the Property under execution or otherwise. Upon conclusion of any such proceedings, Grantor shall forthwith discharge any liability for taxes and assessments and all penalties, interest and costs in connection therewith.