Third Party Challenge. In the event that a third party challenges Licensee’s use or a Licensee Contractor’s use of one or more of the Marks, Licensee shall immediately notify Alliance in writing. Unless the Parties otherwise agree in writing, Alliance shall undertake and conduct the defense of such a challenge, and Licensee and/or Licensee Contractors shall not enter into any discussions, negotiations, or settlements, or any other action pertaining to said challenge without the express written consent of Alliance, which shall not be unreasonably withheld. Either Party may immediately terminate this Agreement by giving written notice thereof to the other Party in the event that a challenge to Licensee’s or a Licensee Contractor’s use of one or more of the Marks is brought or alleged against Licensee or a Licensee Contractor. Licensee agrees to cooperate fully with Alliance, at Alliance’s request and expense, in the event such a challenge is brought.
Third Party Challenge. In the event any legal action or proceeding is instituted challenging the validity of any provision of this Agreement, the Project, the Project Approvals or Subsequent Approvals, the adoption or certification of the FEIR, other actions taken pursuant to CEQA, or other approvals under state or City codes, statutes, codes, regulations, or requirements, and any combination thereof relating to the Project or any portion thereof (each, a “Third-Party Challenge”), the Parties shall cooperate in defending against such challenge. The City shall promptly notify Developer of any Third-Party Challenge instituted against the City.
Third Party Challenge a. Without limitation of any Party’s (or, in the case of Cempra, its Affiliates’ or Sublicensees’) rights under Section 6.2 or 6.3, and subject to Section 6.4.b., in the event that a declaratory judgment action is brought against MP, any Affiliate thereof, Cempra, any Affiliate thereof, or any Sublicensee by a Third Party alleging invalidity, unpatentability, unenforceability, or non-infringement of a Compound Patent to which Cempra and its Affiliates have rights under Section 2.3.b. hereof, Cempra shall, at its option, have the first right (which it may grant to any Affiliate or Sublicensee), within ninety (90) days after commencement of such action, to take over the sole defense of the action at its own expense. If Cempra, an Affiliate thereof, or a Sublicensee exercises such right, Cempra (and/or such Affiliate thereof or Sublicensee) shall have the right to use and defend in MP’s or MP’s Affiliate’s name and join MP or any Affiliate thereof as a party to such litigation, and MP shall cooperate (and cause its Affiliates to cooperate) reasonably, as requested by Cempra and at Cempra’s expense (which expense shall be reasonable and documented). If neither Cempra, an Affiliate thereof, nor any Sublicensee exercises this right within such time period, MP shall have the right to assume such defense, subject to Section 6.5.
Third Party Challenge. In the event that a third party challenges any use by Licensee of any ONF Marks which Licensee is authorized to use hereunder, Licensee shall immediately notify ONF in writing. ONF shall undertake and conduct the defense of such a challenge and Licensee shall not enter into any discussions, negotiations, or settlements, or any other action pertaining to said challenge without the express written consent of ONF. ONF or the Licensee may immediately terminate these Trademark Terms in the event that a challenge to the ONF Marks is brought against Licensee and Licensee agrees to cooperate fully with ONF, at ONF’s expense, in the event such a challenge is brought.
Third Party Challenge. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any the Project Approvals (including this Agreement), the Parties shall cooperate in defending such action. The Parties hereby agree to affirmatively cooperate in defending said action and to execute a joint defense and confidentiality agreement in order to share and protect information, under the joint defense privilege recognized under applicable law. Developer shall bear its own costs of defense as a real party in interest in any such action, and shall reimburse the City for all reasonable court costs and attorneys’ fees expended by the City in defense of any such action or other proceeding
Third Party Challenge. Developer shall assist and cooperate with the City at Developer’s own expense, except as provided in Section 7.4.1, in connection with any Third- Party Challenge. The City Attorney’s Office may use its own legal staff or outside counsel in connection with defense of the Third-Party Challenge, at the City Attorney’s sole discretion. Developer shall reimburse the City for its actual costs in defense of the action or proceeding, including but not limited to the time and expenses of the City Attorney’s Office (at the non- discounted rates then charged by the City Attorney’s Office) and any consultants; provided, however, Developer shall have the right to monthly invoices for all such costs.
Third Party Challenge. “Third Party Challenge” shall have the meaning set forth in Section 7.2 of this Agreement.
Third Party Challenge. If a third party commences proceedings seeking orders declaring that the Development Consent (Primary) is invalid:
Third Party Challenge. Notwithstanding anything to the contrary herein, for Cyclacel Patent Rights, other than [ * ]Patent Rights claiming a Product, should either Party receive a certification from a Third Party in the US under the US “Drug Price Competition and Patent Term Restoration Act of 1984 (Public Law 98-417), as amended, or its comparable law in the country other than the USA, then such Party shall immediately give written notice to the other Party of such certification. Corgentech shall then have [ * ]from the date such Party receives such certification to initiate suit. In the event the [ * ]period expires without Corgentech having initiated suit, Cyclacel shall have the right to immediately bring suit against the Third Party that filed the certification. If either Party initiates a suit within a [ * ]period from the date such Party received the certification, it will immediately notify the other Party.
Third Party Challenge. In the event that a third party challenges Licensee’s use of the Marks, Licensee shall immediately notify SpireSpark in writing. Licensee shall not enter into any discussions, negotiations, or settlements, or any other action pertaining to said challenge without the express written consent of SpireSpark. SpireSpark or the Licensee may immediately terminate this Agreement in the event that a challenge to the Marks is brought against Licensee, by providing written notice thereof to the other party. Licensee agrees to cooperate fully with SpireSpark, at SpireSpark’s expense, in the event such a challenge is brought.
