Challenge Action definition

Challenge Action means any action or proceeding (including a declaratory judgment action, opposition, inter partes review, or nullification action) brought by a Third Party that challenges the patentability, validity or enforceability of any Genzyme Technology, Voyager Technology or Collaboration Technology or that seeks a determination that any product does not infringe or misappropriate any Voyager Technology, Genzyme Technology or Collaboration Technology.

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Challenge Action has the meaning set forth in Section 6.2 (Surface’s Right to Enforce and Defend Patent Rights).

Challenge Action means any claim, demand, lawsuit, cause of action or other action or proceeding, including without limitation by reexamination, opposition, interference, declaratory judgment proceeding or invalidity or nullity proceeding in any court or other Governmental Authority or before any other arbitrator, alleging that a Patent is invalid, unenforceable, or nonpatentable.

Examples of Challenge Action in a sentence

• In addition, at the Responsible Party’s request, the other Party shall provide reasonable assistance to the Responsible Party in connection with an Infringement Action or Challenge Action at no charge to the Responsible Party except for reimbursement by the Responsible Party of reasonable Out-of-Pocket Costs incurred in rendering such assistance.

• If requested by the Responsible Party, the other Party shall join as a party to such Infringement Action or Challenge Action and will execute and cause its Affiliates to execute all documents necessary for the Responsible Party to initiate, prosecute, maintain or defend such action or proceeding.

• The Party initiating any Infringement Action or defending any Challenge Action with respect thereto (such Party, the “Responsible Party”) shall have the right to control the initiation and prosecution of any Infringement Action or defense of any Challenge Action, including the right to select counsel therefor, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

• Voyager will consider in good faith any request from Genzyme to defend a Challenge Action brought by a Third Party in the Genzyme Territory with respect to any Voyager Platform Patent Right; provided, however, that Voyager shall not be required to defend any such Challenge Action or permit Genzyme to defend any such Challenge Action with respect to any Voyager Platform Patent Right.

• Genzyme will consider in good faith any request from Voyager to defend a Challenge Action brought by a Third Party in the Voyager Territory with respect to any Genzyme Platform Patent Right; provided, however, that Genzyme shall not be required to defend any such Challenge Action or permit Voyager to defend any such Challenge Action with respect to any Genzyme Platform Patent Right.

• Prior to an Option Exercise Date, Voyager also have the sole and exclusive right, but not the obligation, to defend any Challenge Action in the Genzyme Territory with respect to the Voyager Technology or Voyager Collaboration Technology.

• Following the Option Exercise Date, Voyager also shall have the first right, but not the obligation, to defend any Challenge Action with respect to the Voyager Technology, Voyager Collaboration Technology, Joint Collaboration Technology or Genzyme Product-Specific Patent Rights, in the Voyager Territory, or with Genzyme’s prior written consent, any Genzyme Platform Patent Right in each case, that Covers the applicable Licensed Product which is the subject of such Challenge Action.

• Notwithstanding the foregoing, if Genzyme does not inform Voyager that it intends to defend such a Challenge Action within [***] of such Challenge Action being filed, then Voyager will have the second right to defend such Challenge Action, but only with respect to any Voyager Technology, Voyager Collaboration Technology, or Joint Collaboration Technology.

• Notwithstanding the foregoing, if Voyager does not inform Genzyme that it intends to defend such a Challenge Action with respect to any Genzyme Product-Specific Patent or Joint Collaboration Technology within [***] of such Challenge Action being filed, then Genzyme will have the second right, but not the obligation, to defend such Challenge Action with respect to any Genzyme Technology, Genzyme Collaboration Technology, Voyager Product-Specific Patent Rights, or Joint Collaboration Technology.

• In furtherance of such right, Vaccinex hereby agrees that Surface may include Vaccinex as a party in any such Infringement Action or Challenge Action and that Vaccinex will provide reasonable assistance to Surface in connection with an Infringement Action or Challenge Action, in each case without expense to Vaccinex.

More Definitions of Challenge Action

Challenge Action means (a) any action, contested matter or proceeding commenced by (i) a Significant Party before the Title III Court or (ii) any other party -in -interest before the Title III Court, or (b) any order entered by the Title III Court or other Governmental Authority, which, in the case of either (a) or (b), seeks to or has the effect to avoid, enjoin, rescind, set aside, stay, subordinate, or otherwise alter or impair, this Agreement or any of the transactions contemplated hereby in any way, including the payment or timing of payment of, any amounts paid or payable to Seller hereunder.

Challenge Action means any claim, demand, lawsuit, cause of action or other action or proceeding, including without limitation by reexamination, opposition, interference, declaratory judgment proceeding or invalidity or nullity proceeding, alleging that a PTI Patent Right or Collaboration Patent Right is invalid, unenforceable, or not infringed by the manufacture, use, sale, or importation of a Licensed Product in any court or other governmental organization or before any other arbitrar, provided, however, that a “Challenge Action” will not include any such actions that Astellas or one of its Affiliates first makes with respect to a Collaboration Patent Right or PTI Patent Right in defense of litigation initiated by PTI or one of its Affiliates alleging that Astellas or its Affiliates infringes such Collaboration Patent Right or PTI Patent Right.

Challenge Action has the meaning set forth in Section ‎7.1 (Notification).

Challenge Action means (x) any investigation into and discovery with respect to (i) the validity, perfection, enforceability, priority, amount or extent of the Prepetition First Lien Debt and Prepetition First Liens and (ii) any potential claims, counterclaims, offsets, setoffs, defenses, contested matters or causes of action of the Debtors or their respective estates against or with respect to the Prepetition First Lien Debt and Prepetition Lender Liens and (y) the prosecution, commencement or litigation of any of the foregoing potential claims, counterclaims, offsets, defenses, contested matters or causes of action. Any Challenge Action must be made and filed, as applicable, by the Creditors’ Committee, or if no Creditors’ Committee has been formed, by a party in interest with standing, on or before the Investigation Termination Date.

Challenge Action shall have the meaning ascribed to it in Section 4.12.2.