Common use of Validity Challenge Clause in Contracts

Validity Challenge. If a third party challenges the validity of the Licensed Patent Rights in a declaratory relief action or proceeding, in an opposition action, in an interference action or proceeding or other than in connection with a suit or proceeding described in Section 8.6 (Infringement Actions), Licensee and TSRI shall confer regarding the need and desirability of defending such challenge, and each party may apply its own business judgment as to whether to defend any litigation applicable to the challenge. In the event that Licensee elects to defend the Licensed Patent Rights against a challenge to the validity of the Licensed Patent Rights, Licensee shall assume responsibility to defend against that challenge, in consultation with TSRI. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.