Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. Checkpoint will be permitted to terminate this Agreement by written notice effective upon receipt if TGTX or its Affiliates or its Sublicensees, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge in a legal or administrative proceeding the validity or enforceability of, or oppose in a legal or administrative proceeding any extension of or the grant of a supplementary protection certificate with respect to, any Licensor Patents (a “Patent Challenge”). TGTX will include provisions in all agreements granting Sublicenses of TGTX’s rights hereunder (other than agreements with manufacturers, services providers, distributors and other agents) providing that if the Sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensor Patents under which the Sublicensee is Sublicensed, TGTX will be permitted to terminate such Sublicense agreement. If a Sublicensee of TGTX (or an Affiliate of such Sublicensee) undertakes a Patent Challenge of any such Licensor Patent Rights under which such Sublicensee is sublicensed, then TGTX upon receipt of notice from Checkpoint of such Patent Challenge will terminate the applicable Sublicense agreement. If TGTX fails to so terminate such Sublicense agreement, Checkpoint may terminate TGTX’s right to Sublicense in the country(ies) covered by such Sublicense agreement and any Sublicenses previously granted in such country(ies) shall automatically terminate. In connection with such Sublicense termination, TGTX shall cooperate with Checkpoint’s reasonable requests to cause such a terminated Sublicensee to discontinue activities with respect to the Licensed Product in such country(ies).

Termination for Patent Challenge. Checkpoint Acura will be permitted to terminate this Agreement by written notice effective upon receipt if TGTX Egalet or its Affiliates or its SublicenseesAffiliates, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge in a legal or administrative proceeding the validity or enforceability of, or oppose in a legal or administrative proceeding any extension of or the grant of a supplementary protection certificate with respect to, any Licensor Patents Aversion Patent Rights (except as a defense against a patent infringement action initiated by Acura or its Affiliates or licensees against Egalet or its Affiliates) (each such action, a “Patent Challenge”). TGTX Egalet will include provisions in all agreements granting Sublicenses sublicenses of TGTXEgalet’s rights hereunder (other than agreements with manufacturers, services providers, distributors and other agents) providing that if the Sublicensee sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensor Patents Aversion Patent Rights under which the Sublicensee sublicensee is Sublicensedsublicensed, TGTX Egalet will be permitted to terminate such Sublicense sublicense agreement. If a Sublicensee sublicensee of TGTX Egalet (or an Affiliate of such Sublicenseesublicensee) undertakes a Patent Challenge of any such Licensor Aversion Patent Rights Right under which such Sublicensee sublicensee is sublicensedsublicensed (other than sublicensees that are manufacturers, services providers, distributors and other agents), then TGTX Egalet upon receipt of notice from Checkpoint Acura of such Patent Challenge will terminate the applicable Sublicense sublicense agreement. If TGTX Egalet fails to so terminate such Sublicense sublicense agreement, Checkpoint Acura may terminate TGTXEgalet’s right to Sublicense sublicense in the country(ies) covered by such Sublicense sublicense agreement and any Sublicenses sublicenses previously granted in such country(ies) shall automatically terminate. In connection with such Sublicense sublicense termination, TGTX Egalet shall cooperate with CheckpointAcura’s reasonable requests to cause such a terminated Sublicensee sublicensee to discontinue activities with respect to the Licensed Product in such country(ies).

Termination for Patent Challenge. Checkpoint Acura will be permitted to terminate this Agreement by written notice effective upon receipt if TGTX AD Pharma or its Affiliates or its SublicenseesAffiliates, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge in a legal or administrative proceeding the validity or enforceability of, or oppose in a legal or administrative proceeding any extension of or the grant of a supplementary protection certificate with respect toto (i) any Patent Rights licensed hereunder (except as a defense against a patent infringement action initiated by Acura or its Affiliates or licensees against AD Pharma or its Affiliates) (each such action, any Licensor Patents (a “Patent Challenge”). TGTX AD Pharma will include provisions in all agreements granting Sublicenses sublicenses of TGTX’s AD Pharma's rights hereunder (other than agreements with manufacturers, services providers, distributors and other agents) providing that if the Sublicensee sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensor Patents Patent Rights licensed hereunder under which the Sublicensee sublicensee is Sublicensedsublicensed, TGTX AD Pharma will be permitted to terminate such Sublicense sublicense agreement. If a Sublicensee sublicensee of TGTX AD Pharma (or an Affiliate of such Sublicenseesublicensee) undertakes a Patent Challenge of any such Licensor Patent Rights Right under which such Sublicensee sublicensee is sublicensedsublicensed (other than sublicensees that are manufacturers, services providers, distributors and other agents), then TGTX AD Pharma upon receipt of notice from Checkpoint Acura of such Patent Challenge will terminate the applicable Sublicense sublicense agreement. If TGTX AD Pharma fails to so terminate such Sublicense sublicense agreement, Checkpoint Acura may terminate TGTX’s AD Pharma's right to Sublicense sublicense in the country(ies) covered by such Sublicense sublicense agreement and any Sublicenses sublicenses previously granted in such country(ies) shall automatically terminate. In connection with such Sublicense sublicense termination, TGTX AD Pharma shall cooperate with CheckpointAcura’s reasonable requests to cause such a terminated Sublicensee sublicensee to discontinue activities with respect to the Licensed Product and Product Line Extension in such country(ies).. ***** Portions of this information have been redacted pursuant to Reg S-K, items 601(b)(10)

Termination for Patent Challenge. Checkpoint Acura will be permitted to terminate this Agreement by written notice effective upon receipt if TGTX MainPointe or its Affiliates or its SublicenseesAffiliates, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge in a legal or administrative proceeding the validity or enforceability of, or oppose in a legal or administrative proceeding any extension of or the grant of a supplementary protection certificate with respect toto (i) any Patent Rights licensed hereunder (except as a defense against a patent infringement action initiated by Acura or its Affiliates or licensees against MainPointe or its Affiliates) (each such action, any Licensor Patents (a “Patent Challenge”). TGTX MainPointe will include provisions in all agreements granting Sublicenses sublicenses of TGTX’s MainPointe's rights hereunder (other than agreements with manufacturers, services providers, distributors and other agents) providing that if the Sublicensee sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensor Patents Patent Rights licensed hereunder under which the Sublicensee sublicensee is Sublicensedsublicensed, TGTX MainPointe will be permitted to terminate such Sublicense sublicense agreement. If a Sublicensee sublicensee of TGTX MainPointe (or an Affiliate of such Sublicenseesublicensee) undertakes a Patent Challenge of any such Licensor Patent Rights Right under which such Sublicensee sublicensee is sublicensedsublicensed (other than sublicensees that are manufacturers, services providers, distributors and other agents), then TGTX MainPointe upon receipt of notice from Checkpoint Acura of such Patent Challenge will terminate the applicable Sublicense sublicense agreement. If TGTX MainPointe fails to so terminate such Sublicense sublicense agreement, Checkpoint Acura may terminate TGTX’s MainPointe's right to Sublicense sublicense in the country(ies) covered by such Sublicense sublicense agreement and any Sublicenses sublicenses previously granted in such country(ies) shall automatically terminate. In connection with such Sublicense sublicense termination, TGTX MainPointe shall cooperate with CheckpointAcura’s reasonable requests to cause such a terminated Sublicensee sublicensee to discontinue activities with respect to the Licensed a Product in such country(ies).

Termination for Patent Challenge. Checkpoint Licensor will be permitted to terminate this Agreement by written notice effective upon receipt if TGTX Checkpoint or its Affiliates or its Sublicensees, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge in a legal or administrative proceeding the validity or enforceability of, or oppose in a legal or administrative proceeding any extension of or the grant of a supplementary protection certificate with respect to, any Licensor Patents (a “Patent Challenge”). TGTX Checkpoint will include provisions in all agreements granting Sublicenses of TGTXCheckpoint’s rights hereunder (other than agreements with manufacturers, services providers, distributors and other agents) providing that if the Sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensor Patents under which the Sublicensee is Sublicensed, TGTX Checkpoint will be permitted to terminate such Sublicense agreement. If a Sublicensee of TGTX Checkpoint (or an Affiliate of such Sublicensee) undertakes a Patent Challenge of any such Licensor Patent Rights under which such Sublicensee is sublicensed, then TGTX Checkpoint upon receipt of notice from Checkpoint Licensor of such Patent Challenge will terminate the applicable Sublicense agreement. If TGTX Checkpoint fails to so terminate such Sublicense agreement, Checkpoint Licensor may terminate TGTXCheckpoint’s right to Sublicense in the country(ies) covered by such Sublicense agreement and any Sublicenses previously granted in such country(ies) shall automatically terminate. In connection with such Sublicense termination, TGTX Checkpoint shall cooperate with CheckpointLicensor’s reasonable requests to cause such a terminated Sublicensee to discontinue activities with respect to the Licensed Product in such country(ies).