Common use of Licensed Patent Challenges Clause in Contracts

Licensed Patent Challenges. In the event that Neumora or a Sublicensee or any of their Affiliates directly or indirectly brings, or assists in bringing, a Patent Challenge, then (a) Neumora shall provide Vanderbilt with at least [***] notice prior to taking any such action; (b) [***]; (c) the exclusive licenses granted herein above shall, as of the date of initiation of said challenge or opposition, automatically convert to a non-exclusive license for the remainder of the Term, and Vanderbilt shall have the right to grant licenses under the Licensed Patents in the Field to third parties, subject to the then-existing non-exclusive license provided herein; (d) [***]; and (e) at any time after the Patent Challenge is brought, Vanderbilt may, at its option, terminate this Agreement according to Paragraph 7.3; provided that if any of subsections (a)-(e) is held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any of the other said subsections. Notwithstanding any other provision of this Agreement, Neumora shall not have the right to assume or participate in the defense, settlement or other disposition of such Patent Challenge. The Parties agree any challenge or opposition to a Licensed Patent by ▇▇▇▇▇▇▇ may be detrimental to Vanderbilt, and that the above provisions shall constitute reasonable liquidated damages to reasonably compensate Vanderbilt for any loss it may incur as a result of Neumora taking such action. Notwithstanding anything to the contrary in the foregoing, if a Sublicensee brings, or assists in bringing, a Patent Challenge under which such Sublicensee is sublicensed rights to Licensed Patents, and Neumora terminates such Sublicense or causes such Sublicensee to drop such Patent Challenge, then this Paragraph 6.6 above will not apply or be effective with respect to such Patent Challenge.

Licensed Patent Challenges. In the event that Neumora or a Sublicensee Theralink or any of their its Affiliates directly or indirectly brings, or assists in bringing, a Patent Challenge, then (a) Neumora Theralink shall provide Vanderbilt with at least [***] sixty (60) days’ notice prior to taking any such action; , (b) [***]the Parties consent that Section 9.2 shall apply; (c) Theralink shall pay all costs, fees and expenses associated with such Patent Challenge that are incurred by Vanderbilt, Vanderbilt University Medical Center, and their Representatives, including attorneys’ fees and all costs associated with administrative, judicial or other proceedings, within thirty (30) days after receiving an invoice from Vanderbilt for same; (d) the exclusive licenses granted herein above shall, as of the date of initiation of said challenge or opposition, automatically convert to a non-exclusive license for the remainder of the Term, and Vanderbilt shall have the right to grant licenses under the Licensed Patents in the Field to third parties, subject to the then-existing non-exclusive license provided herein; (de) [***]any fees, royalties, milestones or revenues payable to Vanderbilt under Sections 3.2-3.7 shall double in amount if and when any Licensed Patent survives the Patent Challenge such that it remains valid in whole or in part; and (ef) at any time after the Patent Challenge is brought, Vanderbilt may, at its option, terminate this Agreement according to Paragraph Section 7.3; provided that if any of subsections (a)-(ea)-(f) is held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any of the other said subsections. Notwithstanding any other provision of this Agreement, Neumora Theralink shall not have the right to assume or participate in the defense, settlement or other disposition of such Patent Challenge, but shall pay associated costs, fees and expenses as provided in Section 6.6(c). The Parties agree any challenge or opposition to a Licensed Patent by ▇▇▇▇▇▇▇ Theralink may be detrimental to Vanderbilt, and that the above provisions shall constitute reasonable liquidated damages to reasonably compensate Vanderbilt for any loss it may incur as a result of Neumora Theralink taking such action. Notwithstanding anything to the contrary in the foregoing, if a Sublicensee brings, or assists in bringing, a Patent Challenge under which such Sublicensee is sublicensed rights to Licensed Patents, and Neumora terminates such Sublicense or causes such Sublicensee to drop such Patent Challenge, then this Paragraph 6.6 above will not apply or be effective with respect to such Patent Challenge.