Common use of Patent Challenge Clause in Contracts

Patent Challenge. Acura will be permitted to terminate this Agreement by written notice effective upon receipt if King or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate), directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). King will include provisions in all agreements granting sublicenses of King’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Patent Rights under which the sublicensee is sublicensed, King will be permitted to terminate such sublicense agreement. If a sublicensee of King (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Patent Right under which such sublicensee is sublicensed, then King upon receipt of notice from Acura of such Patent Challenge will terminate the applicable sublicense agreement. If King fails to so terminate such sublicense agreement, Acura may terminate King’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in such countr(ies) shall automatically terminate. In connection with such sublicense termination, King shall cooperate with Acura’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies).

Patent Challenge. Acura Advaxis will be permitted to terminate this Agreement by written notice effective upon receipt if King Licensee or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate), directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). King Licensee will include provisions in all agreements granting sublicenses of KingLicensee’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Patent Rights under which the sublicensee is sublicensed, King Licensee will be permitted to terminate such sublicense agreement. If a sublicensee of King Licensee (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Patent Right under which such sublicensee is sublicensed, then King Licensee upon receipt of notice from Acura Advaxis of such Patent Challenge will terminate the applicable sublicense agreement. If King Licensee fails to so terminate such sublicense agreement, Acura Advaxis may terminate KingLicensee’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in such countr(ies) shall automatically terminate. In connection with such sublicense termination, King Licensee shall cooperate with AcuraAdvaxis’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies). i.] to indicate that confidential treatment has been requested for certain redacted confidential information. The confidential portions have been submitted separately with the Securities and Exchange Commission.

Patent Challenge. Acura NexMed will be permitted to terminate this Agreement by written notice effective upon receipt if King Warner or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability ofof (other than in defense of an action for infringement of a Patent Controlled by Warner), or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Licensed Patent Rights Right (each such action, a “Patent Challenge”). King Warner will include provisions in all agreements granting sublicenses of KingWarner’s rights hereunder providing that if the sublicensee Sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion NexMed Patent Rights under which the sublicensee is sublicensed, King Warner will be permitted to terminate such sublicense agreement. If a sublicensee of King Warner (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Licensed Patent Right under which such sublicensee Sublicensee is sublicensed, then King Warner upon receipt of notice from Acura NexMed of such Patent Challenge will terminate the applicable sublicense agreement. If King Warner fails to so terminate such sublicense agreement, Acura NexMed may terminate KingWarner’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in to such countr(ies) sublicensee shall automatically terminate. In connection with such sublicense termination, King Warner shall cooperate with AcuraNexMed’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies)Licensed Product.

Patent Challenge. Acura NexMed will be permitted to terminate this Agreement by written notice effective upon receipt if King Warner or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability ofof (other than in defense of an action for infringement of a Patent Controlled by Warner), or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Licensed Patent Rights (each such action, a “Patent Challenge”). King Warner will include provisions in all agreements granting sublicenses of KingWarner’s rights hereunder providing that if the sublicensee Sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Licensed Patent Rights under which the sublicensee is sublicensed, King Warner will be permitted to terminate such sublicense agreement. If a sublicensee of King Warner (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Licensed Patent Right under which such sublicensee Sublicensee is sublicensed, then King Warner upon receipt of notice from Acura NexMed of such Patent Challenge will terminate the applicable sublicense agreement. If King Warner fails to so terminate such sublicense agreement, Acura NexMed may terminate KingWarner’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in to such countr(ies) sublicensee shall automatically terminate. In connection with such sublicense termination, King Warner shall cooperate with AcuraNexMed’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies)Licensed Product.

Patent Challenge. Acura will Pfizer and its Affiliates hereby covenant and agree not to, directly or indirectly, commence or maintain any opposition proceeding, challenge the validity or enforceability of, or, without limiting Pfizer’s rights under Section 13.5, oppose any extension of or the grant of a supplementary protection certificate, with respect to any Adolor Patent Rights, or with respect to Adolor Patent Rights contained on Schedule 1.8 as of the Effective Date, actively participate in any interference proceeding (each such action, a “Patent Challenge”). Except to the extent the following is unenforceable under the Law of a particular Country where a patent application within the Adolor Patent Rights is pending or a patent within the Adolor Patent Rights is issued, Adolor shall be permitted to terminate this Agreement by written notice effective upon receipt if King Pfizer or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence or maintain any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). King will Pfizer shall include provisions in all agreements granting sublicenses of KingPfizer’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Adolor Patent Rights under which the sublicensee is sublicensed, King will Pfizer shall be permitted to terminate such sublicense agreementagreement in its entirety. If a sublicensee of King Pfizer (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Adolor Patent Right under which such sublicensee is sublicensed, then King Pfizer upon receipt of notice from Acura Adolor of such Patent Challenge will may terminate the applicable sublicense agreementagreement in its entirety. If King Pfizer fails to so terminate such sublicense agreement, Acura may Adolor shall terminate King’s right all licensed rights granted to sublicense in the countr(ies) Pfizer covered by such sublicense agreement and any sublicenses previously granted in such countr(iesCountry(ies) shall automatically terminate. In connection with such sublicense termination, King Pfizer shall cooperate with AcuraAdolor’s reasonable requests to cause such a terminated sublicensee to discontinue all activities with respect to the Product in under such countr(ies)sublicense agreement.

Patent Challenge. Acura will Yakult and its Affiliates hereby covenant and agree not to, directly or indirectly, commence or maintain any opposition proceeding, challenge the validity or enforceability of, or, without limiting Yakult’s rights under Section 7.5, oppose any extension of or the grant of a supplementary protection certificate, with respect to any Celsion Patent Rights, actively participate in any interference proceeding (each such action, a “Patent Challenge”). To the extent the foregoing is unenforceable under the Law of a particular Country where a patent application within the Celsion Patent Rights is pending or a patent within the Celsion Patent Rights is issued, (a) Yakult and its Affiliates shall provide at least [ * ] notice to Celsion before challenging the validity of any Celsion Patent Right and (b) Celsion shall be permitted to terminate this Agreement by written notice effective upon receipt if King Yakult or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)* Material has been omitted and filed separately with the Commission. directly, directly or indirectly through assistance granted to a Third Party, commence or maintain any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). King will Yakult shall include provisions in all agreements granting sublicenses of KingYakult’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Celsion Patent Rights Right under which the sublicensee is sublicensed, King will Yakult shall be permitted to terminate such sublicense agreementagreement in its entirety. If a sublicensee of King Yakult (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Celsion Patent Right under which such sublicensee is sublicensed, then King Yakult upon receipt of notice from Acura Celsion of such Patent Challenge will may terminate the applicable sublicense agreementagreement in its entirety. If King Yakult fails to so terminate such sublicense agreement, Acura may Celsion shall terminate King’s right all licensed rights granted to sublicense in the countr(ies) Yakult covered by such sublicense agreement and any sublicenses previously granted in such countr(iesCountry(ies) shall automatically terminate. In connection with such sublicense termination, King Yakult shall cooperate with AcuraCelsion’s reasonable requests to cause such a terminated sublicensee to discontinue all activities with respect to the Product in under such countr(ies)sublicense agreement.