Invalidity Claims. Subject to any Third Party Rights, if a Third Party at any time asserts a claim that a Licensor’s Licensed IP or the Regulus IP is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by a Party pursuant to Section 9.3 or in an action brought against a Party under Section 9.5, the general concepts of Section 9.3 will apply to such Invalidity Claim (i.e., each Party has the right to defend its own intellectual property, except that the Commercializing Party will have the initial right, to the extent provided in Section 9.3(a), to defend such Invalidity Claim, and Regulus will have a step-in right, to the extent provided in Section 9.3(a), to defend such Invalidity Claim).
Invalidity Claims. If a Third Party at any time asserts a claim that any Licensed Patent is invalid, not patentable, or otherwise unenforceable (an “Invalidity Claim”), Lilly shall have the right, but not the obligation, to control the response and any related Proceedings, including settlement thereof, if any, to any such Invalidity Claim, unless such Invalidity Claim involves a Lilly-Owned Animal Health Patent, in which case the control shall be exercised by Elanco, provided that in exercising such control Elanco may take no action that is detrimental in any way to Lilly’s rights with respect to its products or other Patents.
Invalidity Claims. If a Third Party at any time asserts a claim that any of the Licensed Patent Rights is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by either party pursuant to Section 10.1 or otherwise, the parties shall cooperate with respect to such Invalidity Claim, and Licensee shall, in consultation with Citius, have the first option (but not the obligation) to contest, and if necessary settle such Invalidity Claim.
Invalidity Claims. In the event that an action or claim alleging invalidity, unenforceability or non-infringement of any of the Licensee New Nitric Oxide Patents shall be brought or made against Novan or Licensee, Licensee, at its sole discretion, shall have the right, but not be obligated, within [***] ([***]) days after the commencement of such action or claim, to take or regain control of the action or defend such claim at its own expense. If Licensee shall determine not to exercise this right, then Novan may take over or remain in control of the action or defense in consultation with Licensee; provided that Novan agrees not to settle any such action or defense without the prior written approval of Licensee.
Invalidity Claims. In the event that an action or claim alleging invalidity, unenforceability or non-infringement of any of the Novan Patents shall be brought or made against Novan or Licensee, Novan, at its sole discretion, shall have the right, but not be obligated, within [***] ([***]) days after the commencement of such action or claim, to take or regain control of the action or defend such claim at its own expense. If Xxxxx shall determine not to exercise this right, then Licensee may take over or remain in control of the action or defense in consultation with Xxxxx; provided that Licensee agrees not to settle any such action or defense without the prior written approval of Xxxxx.
Invalidity Claims. In the event that an action or claim alleging invalidity, unenforceability or non-infringement of any of the Novan Patents shall be brought or made against Novan or Licensee, Novan, at its sole discretion, shall have the right, but not be obligated, within [***] ([***]) days after the commencement of such action or Confidential Information 11 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. claim, to take or regain control of the action or defend such claim at its own expense. If Novan shall determine not to exercise this right, then Licensee may take over or remain in control of the action or defense in consultation with Novan; provided that Licensee agrees not to settle any such action or defense without the prior written approval of Novan.
Invalidity Claims. Microbiologica shall promptly notify Idenix or its designee if Microbiologica becomes aware that any third party asserts that any Patent is invalid or otherwise unenforceable (an "Invalidity Claim"). Microbiologica shall cooperate with Idenix or its designee in preparing and formulating a response, and in taking other steps reasonably necessary to respond, to such Invalidity Claim. Microbiologica shall not settle or compromise any Invalidity Claim without the consent of Idenix or its designee.
Invalidity Claims. If a Third Party at any time asserts a claim that any of the Patent Rights in relation to a Product in the Territory for the Field of Use is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by either party pursuant to Section 9.1 or otherwise, Histogen shall have the exclusive right (but not the obligation) to contest or defend against such Invalidity Claim (including the right to take over the sole defense of the Invalidity Claim if the infringement action was initially brought by Suneva), at its own expense using its own counsel reasonably acceptable to Suneva. Histogen shall not, without Suneva’s prior, written approval, settle such Invalidity Claim in a manner that would reasonably be expected to have an adverse impact on Suneva’s rights hereunder.
Invalidity Claims. If a Third Party at any time asserts a claim that any of the Licensed Patent Rights is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by either Party pursuant to Section 6.2 or otherwise, the Parties shall cooperate with respect to such Invalidity Claim, and Licensor shall, in consultation with Licensee (but subject to Licensor’s final decision on all matters) and at Licensor’s cost, use Commercially Reasonable Efforts to contest, and if necessary settle such Invalidity Claim. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE AZURRX BIOPHARMA, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO AZURRX BIOPHARMA, INC. IF PUBLICLY DISCLOSED.
Invalidity Claims. 7.6 If at any time during the Term of this Agreement a Party becomes aware of any Invalidity Claim in respect of any Licensed Rights, that Party shall promptly provide to the other Party in writing a notice (an “Invalidity Notice”) describing all information in its possession relating to the Invalidity Claim that it has the right to provide without breaching any obligation of confidentiality to a Third Party.
