Common use of Validity Challenge Clause in Contracts

Validity Challenge. In the event that a Third Party challenges the validity of any particular Kitov Patents in the Territory, including by pre-grant opposition, post-grant opposition or revocation proceeding, Kitov will use reasonable efforts to allow Coeptis to provide input and comment on the conduct of the defense of such claim, and Coeptis shall give all reasonable assistance to Kitov in connection with such defense. Kitov has the right to control the suit and proceeding with respect to such defense of the Kitov Patents. In the event that Kitov assumes control and defense of a claim in the Territory, Kitov shall not agree to any settlement of the suit without the prior written consent of Coeptis, such consent not to be unreasonably withheld, conditioned or delayed. In the event that Kitov elects not to assume control or defense of such a suit or claim with respect to the Kitov Patents in the Territory, then Coeptis, at its discretion, may assume control or defense of such claim, at Coeptis’ cost. In the event that Coeptis assumes control or defense of any action, Kitov shall give all reasonable assistance to Coeptis, at Coeptis’s cost. Coeptis shall not agree to any settlement of the suit without the prior written consent of Kitov, not to be unreasonably withheld or delayed.