Termination for IP Challenge. ONYX will have the right to terminate this Agreement in full upon written notice to ▇▇▇▇▇ in the event that ▇▇▇▇▇ or any of its Affiliates or Sublicensees directly challenges in a legal or administrative proceeding the patentability, enforceability or validity of any Licensed Patents; provided, however, that ONYX will not have the right to terminate this Agreement under this Section 9.2.2 (Termination for IP Challenge) if ▇▇▇▇▇ files a request for re-examination of a Licensed Patent or re-issue of a Licensed Patent to the extent that such actions are reasonably necessary or desirable to ensure adequate protection for Products; provided, further, that ONYX will not have the right to terminate this Agreement under this Section 9.2.2 (Termination for IP Challenge) for any such challenge by any Sublicensee if (a) ▇▇▇▇▇ terminates such Sublicense within *** days of ONYX’s notice to ▇▇▇▇▇ under this Section 9.2.2 (Termination for IP Challenge) or (b) such challenge is dismissed within *** days of ONYX’s notice to ▇▇▇▇▇ under this Section 9.2.2 (Termination for IP Challenge) and not thereafter continued.
Appears in 3 contracts
Sources: Exclusive License Agreement, Exclusive License Agreement (Kezar Life Sciences, Inc.), Exclusive License Agreement (Kezar Life Sciences, Inc.)