Common use of Patent Challenges Clause in Contracts

Patent Challenges. UHN will have the right to terminate this Agreement in full upon [***] prior written notice to Avro in the event that Avro or any of its Affiliates or Sublicensees (to the extent related to rights granted to a Sublicensee under this Agreement) institutes any claim in a legal or administrative proceeding challenging the validity of any Licensed Patents (except as a defense against a claim, action or proceeding asserted by UHN against Avro or its Affiliates or Sublicensees) (a “Patent Challenge”); provided, with respect to any such Patent Challenge by any Sublicensee of Avro, UHN will not have the right to terminate this Agreement under this Section 8.9 if Avro (a) causes such Patent Challenge to be terminated or dismissed or (b) if permitted in accordance with applicable Law, terminates such Sublicensee’s sublicense to the Licensed Patents being challenged by the Sublicensee, in each case ((a) and (b)) within [***] of UHN’s notice to Avro under this Section 8.9. Notwithstanding the foregoing, UHN’s termination right under this Section 8.9 will not apply to any Affiliate of Avro that first becomes an Affiliate of Avro after the Effective Date of this Agreement in connection with a License Transfer, where such Affiliate of Avro was undertaking activities in connection with a Patent Challenge prior to such License Transfer.