Agreement Not to Challenge Validity or Enforceability Sample Clauses

Agreement Not to Challenge Validity or Enforceability. Par agrees not to seek review of or contest, in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), the validity or enforceability of the Licensed Patents nor take any action intended to adversely affect Plaintiff’s rights in and to the Licensed Patents, except that the foregoing shall not preclude Par from contesting the validity or enforceability of the Licensed Patents in connection with any ANDA, NDA, or foreign regulatory submission that Par files referencing a drug product other than the NDA Product. For the avoidance of doubt, the foregoing shall not preclude Par from filing and/or maintaining in the Par ANDA any certifications under 21 U.S.C. § 355(j)(2)(A)(vii)(IV) (as amended or replaced) to any Licensed Patents.
Sample 1
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Agreement Not to Challenge Validity or Enforceability. Taro agrees not to contest, in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), the validity or enforceability of the Licensed Patents nor take any action intended to adversely affect Plaintiffs’ rights in and to the Licensed Patents. For the avoidance of doubt, the foregoing shall not preclude Taro from filing and/or maintaining in the Taro ANDA any certifications under 21 U.S.C. § 355(j)(2)(A)(vii)(IV) (as amended or replaced) to any patents listed in the Orange Book in connection with the PENNSAID® 2% NDA. In addition, for the avoidance of doubt, the foregoing shall not preclude Taro from contesting, in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), the validity or enforceability of the Licensed Patents in connection with any other ANDA or NDA that Taro files and that is not the Taro ANDA if the Licensed Patents are listed in the Orange Book relative to a drug product that has not been FDA-approved as of the Effective Date.
Sample 1
Agreement Not to Challenge Validity or Enforceability. For as long as this Settlement Agreement is in effect, and except as provided for in Section 4.03 below, Teva and its Affiliates shall not (1) challenge the inventorship, ownership, validity, enforceability or patentability of, or assert the non-infringement of, the Licensed Patent; (2) contest that making, using, selling, offering for sale and/or importing Teva Product infringes the Licensed Patent; and (3) assist, encourage, finance, or otherwise provide any information to any Third Party (specifically including, but not limited to, any party in any other Proceeding involving any of the Licensed Patent) challenging, or who may challenge, the inventorship, ownership, validity, enforceability or patentability of, or assert the noninfringement of, the Licensed Patent.
Sample 1
Agreement Not to Challenge Validity or Enforceability. Perrigo agrees not to contest, in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), the validity or enforceability of the Licensed Patents nor take any action intended to adversely affect Plaintiffs’ rights in and to the Licensed Patents, with the proviso that Perrigo may challenge the validity or enforceability of the Licensed Patents if the Licensed Patents are listed in the Orange Book relative to a drug product that has not been FDA-approved as of the Effective Date. For the avoidance of doubt, the foregoing shall not preclude Paddock and/or Perrigo from filing and/or maintaining in the Paddock ANDA any certifications under 21 U.S.C. ***Confidential Treatment Requested EXECUTION VERSION § 355(j)(2)(A)(vii)(IV) (as amended or replaced) to any patents listed in the Orange Book in connection with the PENNSAID® 2% NDA.
Sample 1
Agreement Not to Challenge Validity or Enforceability. Lupin agrees not to seek review of or contest, in any United States forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e. g., Inter Partes Review, Reexamination, Interference)), the validity or enforceability of the Licensed Patents nor take any action intended to adversely affect Plaintiff’s rights in and to the Licensed Patents. For the avoidance of doubt, the foregoing shall not preclude Lupin from contesting, in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), the validity or enforceability of the Licensed Patents in connection with: (1) any other ANDA or NDA filed by, for or on behalf of Lupin that is not the Lupin ANDA and that references a drug product other than RAVICTI® for which the Licensed Patents are listed in the Orange Book, and (2) any foreign regulatory submission by, for or on behalf of Lupin. For the avoidance of doubt, the foregoing shall not preclude Lupin from filing and/or maintaining in the Lupin ANDA any certifications under 21 U.S.C. § 355G)(2)(A)(vii)(IV) (as amended or replaced) to any Licensed Patents or any patents listed in the Orange Book in connection with the RAVICTI® NDA.
Sample 1
Agreement Not to Challenge Validity or Enforceability. For as long as this Agreement is in effect, except as provided for in Section 4.03, Actavis and its Affiliates shall not (1) challenge the inventorship, ownership, validity, enforceability or patentability of, or assert the non-infringement of, any of the Licensed Patents; (2) contest that making, using, selling, offering for sale and/or importing Actavis Products infringes the Licensed Patents; and (3) cause or permit its Affiliates, subsidiaries and their respective counsel (specifically including, but not limited to, the counsel who have advised or represented Actavis in connection with the Lawsuits or this Agreement) to assist, encourage, finance, or otherwise provide any information to any Third Party (specifically including, but not limited to, other defendants in the Lawsuits or any party in any other Proceeding involving any of the Licensed Patents) challenging, or who may challenge, the inventorship, ownership, validity, enforceability or patentability of, or assert the noninfringement of, any of the Licensed Patents.
Sample 1
Agreement Not to Challenge Validity or Enforceability. (a) Subject to the remainder of this Paragraph 4, Actavis, on behalf of itself and all Licensees and their Affiliates, and all respective predecessors, successors, assigns, officers, directors, managers, employees and trustees of the foregoing, […***…], in any forum (e.g., U.S. courts, ITC, U.S. Patent and Trademark Office (e.g., Inter Partes Review, Reexamination, Interference) or foreign courts or foreign patent offices), […***…].
Sample 1
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Related to Agreement Not to Challenge Validity or Enforceability

  • Litigation; Enforceability The Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any Note or any other Loan Document or this Agreement, any Note, the Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

  • INVALIDITY - ENFORCEABILITY The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Power; Enforceability Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder; or (iii) the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Limitations.

  • Due Execution, Validity, Enforceability This Loan Agreement and the Pledge Agreement have been duly executed and delivered by the Lender, and each constitutes a valid and legally binding obligation of the Lender, enforceable in accordance with its terms.

  • Validity; Enforceability This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.

  • Partial Enforceability If any provision of this Trust Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Trust Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

  • Invalidity or Unenforceability Defenses or Actions In the event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.4.1, that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 8.3.7 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 8.4.1, the Party with the first right to enforce the Patent Rights at issue shall have the first right to respond to such defense or defend against such counterclaim (as applicable) and the provisions of Section 8.4.1 (including step-in rights and control over settlement) shall apply. In all other cases, including any declaratory judgment action or similar action or claim filed by a Third Party asserting that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, Astellas shall have the first right to defend such action, at Astellas’s expense, and Ambit will cooperate with Astellas, at Astellas’s expense in such defense. In the event Astellas does not so elect to defend an action with respect to any Ambit Licensed Patent or Program Patent under this Section 8.3.8, it shall so notify Ambit in writing, and Ambit shall have the right to so defend such action, at Ambit’s expense; provided, however, that Ambit shall obtain the written consent of Astellas prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim if such action is likely to materially adversely affect Astellas’s interests in the applicable Ambit Licensed Patent or Program Patent or rights under this Agreement. Each Party shall provide to the Party defending any such rights under this Section 8.3.8 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.

  • Invalidity or Unenforceability In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

  • Legal Enforceability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

  • Successors; Enforceability This Amendment shall be binding upon the Borrower and the Bank and their respective successors and assigns, and shall inure to the benefit of the Borrower and the Bank and the successors and assigns of the Bank. Except as hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

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