Termination of Licenses Upon Challenge of Validity Sample Clauses

Termination of Licenses Upon Challenge of Validity. In all jurisdictions where such agreement is permitted by law, and to the maximum extent so permitted: (a) SDS and Chembio each agrees not to Challenge any Patent Rights of Inverness or its Affiliates in the Inverness Lateral Flow Patents listed on Schedule F; (b) Inverness and Chembio each agrees not to Challenge the Patent Rights in the SDS Patents licensed hereunder, and (c) Inverness and SDS each agrees not to Challenge the Patent Rights in the Chembio Listed Patents. In addition to the foregoing, and whether or not the foregoing prohibition is permissible or otherwise enforceable, in the event that Inverness Challenges any Patent Rights in the SDS Patents licensed hereunder or any Patent Rights in the Chembio Listed Patents, or in the event that either SDS or Chembio Challenge any Patent Right of Inverness or its Affiliates in the Inverness Lateral Flow Patents listed on Schedule F, or SDS Challenges any Patent Rights in the Chembio Listed Patents or Chembio Challenges any Patent Rights in the SDS Patents licensed hereunder, the Party whose right is Challenged shall have the right, in its sole discretion and immediately on written notice to terminate this Agreement for cause. In the event that such termination arises: (a) due to Challenge by Inverness, Section 13.4 shall apply; (b) due to Challenge by Chembio, Section 13.5 shall apply; and (c) due to Challenge by SDS, the license set forth in Section 2.3 shall automatically become perpetual, irrevocable, fully paid-up and royalty free, and SDS shall no longer be entitled to any share of Net Sales of HIV Products pursuant to Section 5.3, which share of Net Sales shall be split equally between Chembio and Inverness. Each Party shall cause its Affiliates to refrain from any Challenge that the Party agrees not to make and the consequences of a Challenge by a Party’s Affiliate shall be the same as a Challenge by the Party itself.
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Termination of Licenses Upon Challenge of Validity. In all jurisdictions where such agreement is permitted by law, and to the maximum extent so permitted: (a) Chembio agrees not to Challenge any Patent Rights of Inverness or its Affiliates in the Inverness Lateral Flow Patents listed on Schedule E; and (b) Inverness agrees not to Challenge any Patent Rights in the Chembio Listed Patents. In addition to the foregoing, and whether or not the foregoing prohibition is permissible or otherwise enforceable, in the event that Inverness Challenges any Patent Rights in the Chembio Listed Patents, or Chembio Challenges any Patent Rights in the Inverness Lateral Flow Patents, the Party whose right is Challenged shall have the right, in its sole discretion and immediately on written notice to terminate this Agreement for cause. In the event that such termination arises: (a) due to Challenge by Inverness, Section 13.4 shall apply; (b) due to Challenge by Chembio, Section 13.5 shall apply. Each Party shall cause its Affiliates to refrain from any Challenge that the Party agrees not to make and the consequences of a Challenge by a Party’s Affiliate shall be the same as a Challenge by the Party itself.
Sample 1
Termination of Licenses Upon Challenge of Validity. In all jurisdictions where such agreement is permitted by law, and to the maximum extent so permitted: (a) Chembio agrees not to Challenge any Patent Rights of Inverness or its Affiliates in the Inverness Lateral Flow Patents listed on Schedule E; and (b) Inverness agrees not to Challenge the Patent Rights in the Chembio Listed Patents. In addition to the foregoing, and whether or not the foregoing prohibition is permissible or otherwise enforceable, in the event that Inverness Challenges any Patents Rights in any Chembio Listed Patents, or Chembio Challenges any Patent Rights in any Inverness Lateral Flow Patents, the Party whose right is Challenged shall have the right, in its sole discretion and immediately on written notice, to terminate this Agreement for cause. 3.
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Related to Termination of Licenses Upon Challenge of Validity

  • Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”).

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. IPR Indemnity The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Termination of Liens The Lender shall have received duly executed UCC-3 Termination Statements and other instruments, in form and substance satisfactory to the Lender, as shall be necessary to terminate and satisfy all Liens on the Property of the Borrower and its Subsidiaries except Permitted Liens.

  • Effect of Termination on Sublicenses Any sublicenses granted by Company under this Agreement shall provide for termination or assignment to Hospital of Company’s interest therein, at the option of Hospital, upon termination of this Agreement or upon termination of any license hereunder under which such sublicense has been granted.

  • Termination and Waiver of Rights of First Refusal The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

  • Termination of Rights The Right of First Refusal and the Company's right to repurchase the Shares in the event of an involuntary transfer pursuant to Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). Upon termination of the Right of First Refusal and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • TERM, TERMINATION, AND MODIFICATION OF RIGHTS 13.1 This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13.

  • Termination by Either Party This Agreement may be terminated upon 60 days written notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15 and 16 shall survive termination of this Agreement.

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