Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).

Termination for Patent Challenge. Nanobiotix shall have If a Party (the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian “Challenging Party”) (a) commences or its Affiliates actively and voluntarily participates in any action or Sublicensees bring proceeding (including any Patent opposition or join re-examination proceeding), or otherwise asserts any challenge to claim, challenging or denying the validity or enforceability of any Nanobiotix claim of any Patent that is licensed to the Challenging Party under this Agreement or (b) actively and voluntarily assists any other Person in bringing or prosecuting any action or proceeding (including any Patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of any Patent that is licensed to the Challenging Party under this Agreement by the other Party (the “Non-Challenging Party”) (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by Applicable Law, the Non-Challenging Party shall have the right, in its sole discretion, to give notice to the Challenging Party that the Non-Challenging Party may terminate the license(s) and does not withdraw granted under such Patent Challenge within to the Challenging Party [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s following such notice, and, unless the Challenging Party withdraws or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (withdrawn all such challenge(s), or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which that the challenging party Challenging Party does not have the power to unilaterally withdraw or cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively the Challenging Party ceases assisting any other party to such Patent Challenge)Challenge and, or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by extent the SublicenseeChallenging Party is a party to such Patent Challenge, in each case, it withdraws from such Patent Challenge within such [***] days after Nanobiotix]-day period, the Non-Challenging Party shall have the right to deem the Challenging Party to have exercised an Opt-Out with respect to any Shared Product(s) Covered by a Patent that is the subject of such Patent Challenge, by providing written notice thereof to the Challenging Party, in which case the provisions of Section 17.3 shall apply; provided, however, [***]. The foregoing right of the Non-Challenging Party shall not apply with respect to any Patent Challenge where the Patent Challenge is made in defense of an assertion of the relevant Patent that is first brought by the Non-Challenging Party against the Challenging Party. For the avoidance of doubt, any participation by the Challenging Party or its employees in any claim, challenge or proceeding in response to a subpoena or as required under a pre-existing agreement between the Challenging Party’s notice employee(s) or consultant(s) and their prior employer(s) shall not constitute active and voluntary participation or assistance and shall not give rise to Lian under this Section 14.2(d)the Non-Challenging Party’s right to deem the Challenging Party as having exercised an Opt-Out with respect to any Shared Product hereunder.

Termination for Patent Challenge. Nanobiotix shall have Except to the right to extent the following is unenforceable under the Laws of a particular jurisdiction in the Territory or as otherwise provided in this Section 12.3(b) (Termination for Patent Challenge), Landos may terminate this Agreement with immediate effect by giving upon written notice to Lian if Lian Lian, its Affiliates, or its Affiliates Sublicensees, individually or Sublicensees bring in association with any other person or join any challenge to entity, commences a legal action challenging the validity validity, enforceability, or enforceability scope of any Nanobiotix Licensed Patent Rights in a court or other governmental agency of competent jurisdiction in the Territory, including a reexamination or opposition proceeding (a “Patent Challenge”); provided that, if Lian or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] days after being requested to do so by Landos in writing (which termination notice will be deemed a request), then Landos will have no right to terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge). In addition, and notwithstanding any provision to the contrary set forth in this Agreement, Landos may not terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge) (i) if Lian or its Affiliate or Sublicensee is required by legal process to be joined as a party in any Patent Challenge by a Third Party, or (ii) with respect to: (A) any affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by Lian, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, Landos, (B) any Patent Challenge to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Lian or any of its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase, or otherwise; provided that such proceeding commenced prior to the closing of such acquisition, or (C) any Patent Challenge that is commenced by a Sublicensee; provided that Lian demands that such Sublicensee withdraw such Patent Challenge promptly after Lian becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within [***] days after receipt of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).

Termination for Patent Challenge. Nanobiotix shall have Except to the right to extent the following is unenforceable under the Laws of a particular jurisdiction in the Territory or as otherwise provided in this Section 12.3(b) (Termination for Patent Challenge), Licensor may terminate this Agreement with immediate effect by giving upon written notice to Lian if Lian Lian, its Affiliates, or its Affiliates Sublicensees, individually or Sublicensees bring in association with any other person or join any challenge to entity, commences a legal action challenging the validity validity, enforceability, or enforceability scope of any Nanobiotix Licensed Patent Rights in a court or other governmental agency of competent jurisdiction in the Territory, including a reexamination or opposition proceeding (a “Patent Challenge”); provided that, if Lian or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] days after being requested to do so by Licensor in writing (which termination notice will be deemed a request), then Licensor will have no right to terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge). In addition, and notwithstanding any provision to the contrary set forth in this Agreement, Licensor may not terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge) (i) if Lian or its Affiliate or Sublicensee is required by legal process to be joined as a party in any Patent Challenge by a Third Party, or (ii) with respect to: (A) any affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by Lian, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, Licensor, (B) any Patent Challenge to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Lian or any of its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase, or otherwise; provided that such proceeding commenced prior to the closing of such acquisition, or (C) any Patent Challenge that is commenced by a Sublicensee; provided that Lian demands that such Sublicensee withdraw such Patent Challenge promptly after Xxxx becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within [***] days after receipt of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).

Termination for Patent Challenge. Nanobiotix If, without the prior consent of CG and except as provided below, Kissei or any of its Affiliates or its or their sublicensees voluntarily challenges under any court action or proceeding, or before any patent office, the validity, patentability, enforceability, scope or non-infringement of any CG Patent, or voluntarily initiates a reexamination of any such Patent, or voluntarily assists any Third Party to conduct any of the foregoing activities (each, a “Challenge”), then either (a) Kissei or its Affiliate or sublicensee shall withdraw (or cause to be withdrawn) such Challenge within [***] after being requested to do so by CG in writing and CG shall have no right to terminate this Agreement pursuant to this Section 14.4 (Termination for Patent Challenge) with respect to such Challenge; or (b) if such challenge is maintained or is not capable of being withdrawn and terminated, CG shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within on [***] days of written notice from Nanobiotixto Kissei; provided that such termination to be effective immediately. However the foregoing shall not apply: (i) a Patent Challenge does not include Lian’s to any such action or proceeding brought in response to an action brought by or under the authority of CG or its Affiliates’ Affiliate against Kissei, its Affiliate or its Sublicensees (A) responding to compulsory discoverysublicensee for infringement of any CG Patent, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any ordinary course Prosecution and Maintenance matters (i.e., those intended to cause a Patent to issue or strengthen an already issued Patent or that are approved by CG) controlled by Kissei in accordance with Section 9.6 (Patent Filing, Prosecution, Maintenance and Strategy) above, or (iii) if Kissei acquires or is acquired by a Third Party already engaged in a Challenge at the time of such acquisition; provided, that (I) is first made by Lian or neither Kissei nor any of its Affiliates or Sublicensees (as in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian existence immediately prior to such acquisition), directly or indirectly, assists or supports such Third Party in any manner with respect to such Challenge. Further, for the effective date avoidance of such Change of Controldoubt, CG may not terminate the Agreement if Kissei or (III) its Affiliate or sublicensee is brought required by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge legal process to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw joined as a party from in such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged proceedings by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d)a Third Party.

Termination for Patent Challenge. Nanobiotix shall have the right to will not apply to, and Sol-Gel may not terminate this Agreement with immediate effect respect to, (a) any affirmative defense or other validity, enforceability, or non-infringement challenge with respect to a Licensed Patent Right, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by giving written notice a Galderma Entity in response to Lian if Lian any claim or its Affiliates action for patent infringement with respect to such Licensed Patent Right brought in the first instance by or Sublicensees bring on behalf of a Sol-Gel Entity or join any challenge Third Party designated by a Sol-Gel Entity to the validity initiate such claim or enforceability of action; (b) any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided claim or proceeding that (i) would otherwise be a Patent Challenge does not include Lian’s hereunder to the extent commenced by a Third Party that after the Effective Date becomes an Affiliate of Galderma during the Term as a result of a change of control, merger, or its Affiliates’ acquisition of, with, or its Sublicensees by Galderma, provided that such claim or proceeding commenced prior to the closing of such change of control, merger, or acquisition; (Ac) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that is commenced by a sublicensee of Galderma hereunder if Galderma (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1i) causes such Patent Challenge to be terminated withdrawn, terminated, or dismissed (or in the case of ex-parte ex‑parte proceedings, multi-party proceedings, multi‑party proceedings or other Patent Challenges in which the challenging party Galderma does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), ) or (2ii) terminates such Sublicenseesublicensee’s sublicense to the Patents Licensed Patent Right(s) being challenged by the Sublicenseesublicensee, in each case, case ((i) and (ii)) within [***] ninety (90) days after NanobiotixSol-Gel’s notice to Lian Galderma under this Section 14.2(d13.06 (Termination for Patent Challenge); (d) any Patent Challenge required to be commenced pursuant to a government order or applicable Law; or (e) the provision of documents or testimony in response to any court order in a valid legal process.

Termination for Patent Challenge. Nanobiotix AMAG shall have the right to terminate this Agreement with immediate effect by giving upon written notice to Lian Takeda, effective upon receipt, if Lian (a) Takeda or any of its Affiliates Affiliates, directly or Sublicensees bring indirectly: (i) initiates or join requests an interference, opposition proceeding or request for ex parte or inter parties reexamination with respect to any AMAG Patent, or (ii) makes, files or maintains any claim, demand, lawsuit or cause of action to challenge to the validity or enforceability of any Nanobiotix an AMAG Patent (each, a “Patent Challenge”), or (b) and does not withdraw a sublicensee of Takeda (or an Affiliate of such sublicensee) undertakes a Patent Challenge within and Takeda fails to terminate the applicable sublicenses in accordance with Section 2.1(c), provided that for any such proceeding that can be terminated by Takeda after initiation, AMAG provides Takeda with [***] days of written INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. a notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within at least [***] days after Nanobiotix’s notice prior to Lian such termination and Takeda does not within such [***] period withdraw and terminate such Patent Challenge. If Takeda or its Affiliates or sublicensees withdraw such Patent Challenge and such proceeding is terminated within such [***] period, then AMAG shall have no right to terminate under this Section 14.2(d)13.4.

Termination for Patent Challenge. Nanobiotix shall HUTCHMED may terminate this Agreement in its entirety by providing written notice of termination to Company if Company, its Affiliates, Sublicensees, or agents or independent contractors acting on behalf of any of the foregoing conducts or assists a Third Party in conducting a Patent Challenge with respect to any Licensed Patent Right or Joint Patent Right. Notwithstanding the foregoing, XXXXXXXX will not have the a right to terminate this Agreement with immediate effect pursuant to this Section 9.4.3 (Termination for Patent Challenge) where the Patent Challenge is made by giving written notice Company, its Affiliates or Sublicensees (a) requesting reissue, reexamination, post-grant proceeding or any other administrative proceeding filed or requested to Lian if Lian be filed by Company or its Affiliates or Sublicensees bring or join Sublicensees, after prior consultation with HUTCHMED, with respect to any challenge Licensed Patent Right, in a good faith effort to (i) reinforce the patentability, validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days Right or (ii) expand the claim scope of written notice from Nanobiotixsuch Patent Right with respect to Licensed Products; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (Ab) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or proceeding; (Bc) complying with any Applicable Law or a court order; and (iid) challenging the foregoing right validity or the qualification as a Valid Claim of termination a claim included in the Licensed Patent Rights in defense of claims first brought by XXXXXXXX; or (e) in defense of an assertion of the applicable Patent Right by XXXXXXXX. Further, this Section 9.4.3 shall not apply with respect to any if: (x) the applicable Patent Challenge is dismissed or withdrawn within [***] of HUTCHMED’s notice to Company under this Section 9.4.3 and not thereafter continued, (y) the applicable Patent Challenge is commenced by a Third Party that (I) after the Effective Date acquires or is first made acquired by Lian Company or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought Sublicensees, whether by Nanobiotix under the applicable Patents stock purchase, merger, asset purchase, or any otherwise, provided that such Patent Challenge, (II) was brought by an acquirer of Lian Challenge commenced prior to the effective date closing of such Change of Controlacquisition, or (IIIz) is brought with respect to any such challenge by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge Sublicensee, Company terminates the sublicense granted to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or under Section 2.4 (2Right of Reference) terminates such Sublicenseewithin thirty (30) days of XXXXXXXX’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s ​ notice to Lian Company under this Section 14.2(d)9.4.3. Notwithstanding anything to the contrary herein, Company will not use (and will ensure that its Affiliates, Sublicensees or agents or independent contractors acting on behalf of any of the foregoing do not use) any of XXXXXXXX’s Confidential Information acquired under this Agreement in any proceeding that challenges the validity, enforceability, or scope of any Licensed Patent Rights or Joint Patent Rights. For the avoidance of doubt, a Patent Challenge by Company, its Affiliates, Sublicensees, or agents or independent contractors acting on behalf of any of the foregoing shall not be deemed a material breach by Company under this Agreement.

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discoveryIf Ultragenyx, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense (a) solely with respect to Licensed Patents owned by [**], issues a press release, public announcement, news release alleging invalidity or unenforceability of any claim within such Licensed Patents; (b) asserts a claim of patent infringement brought by Nanobiotix under or counterclaim in the courts or before the applicable governmental agency (e.g., the United States Patent Trial and Appeal Board) seeking to attack, invalidate or render unenforceable any claim within the Licensed Patents; or (c) assists a third party with either or both of the foregoing ((a) or (b)) (each of (a), (b) or (c) being a “Patent Challenge”), then (x) solely with respect to Licensed Patents or owned by [**], Ultragenyx shall provide Solid and [**] with at least [**] notice prior to taking any such action, and (y) following [**] prior written notice thereof from Solid, unless Ultragenyx ceases such Patent Challenge, (II) was brought Solid may terminate this Agreement immediately upon written notice to Ultragenyx. To the extent required by an acquirer Existing In-License Agreement, [**]. Notwithstanding the foregoing, “Patent Challenge” does not include a response to a claim by Solid or any of Lian prior its Affiliates that Ultragenyx or any of its Affiliates is engaging in patent infringement. Further, this Section 13.2.5 will not apply to any Patent Challenge involving a Third Party acquiree of Ultragenyx (i) if such Patent Challenge was initiated at least [**] before the effective date signing of the definitive document(s) whereby such Change Third Party becomes an acquiree of Control, Ultragenyx or (IIIii) is brought by if such Patent Challenge was initiated within any non-Affiliate Sublicensee such [**] period, if Lian (1) Ultragenyx causes such Patent Challenge to be terminated or dismissed (or in the case of ex-ex parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).60

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian If Neurocrine or any of its Affiliates files, assists a Third Party in filing, or Sublicensees joins a Third Party in filing or maintaining, a Patent Challenge of any Patent Right Controlled by Takeda that Covers any Licensed Product, then Takeda may terminate this Agreement with respect to the Target Classes for all Licensed Products Covered by such Patent Right by providing written notice of such termination to Neurocrine. This Section 14.3.1(b) (Termination for Patent Challenge) will not apply to any such Patent Challenge that is first made by Neurocrine or any of its Affiliates in defense of a claim of patent infringement brought by Nanobiotix Takeda under the applicable Patents or Patent Right, and with respect to any Sublicensee, Takeda will not have the right to terminate this Agreement under this Section 14.3.1(b) (Termination for Patent Challenge, ) with respect to any Licensed Product if Neurocrine (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1i) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-ex parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party Neurocrine does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), ) or (2ii) terminates such Sublicensee’s sublicense to the Patents Patent Rights being challenged by the Sublicensee, in each case, within [***] days after Nanobiotixof Takeda’s notice to Lian Neurocrine under this Section 14.2(d14.3.1(b) (Termination for Patent Challenge).