Challenge of Patents. Licensee acknowledges and agrees that nothing herein shall be construed as preventing it from challenging the validity or enforceability of the Licensed Patents at any time. In the event that Licensee or its Sublicensee shall, however, challenge the validity or enforceability of any of the Licensed Patents in any forum through any means, or otherwise indicate the remittance of any payment due under this Agreement is made under protest or with any objection, Licensee agrees that Mount Sinai shall have the right, but not the obligation, in addition to any other remedy it may have available to it at law and/or in equity, to terminate this Agreement immediately upon providing written notice of the same to Licensee. Mount Sinai in response to such challenge by Licensee or following termination by Mount Sinai under this subsection may seek redress in any court of competent jurisdiction in its sole discretion notwithstanding any other provision of this Agreement.
Challenge of Patents. Licensee acknowledges and agrees that nothing herein shall be construed as preventing it from challenging the validity or enforceability of the Licensed Patents at any time. In the event that Licensee, its Affiliate or Sublicensee shall, however, challenge the validity or enforceability of any of the Licensed Patents in any forum through any means, or otherwise indicate the payment of any royalty due under this Agreement is made under protest or with any objection, Licensee agrees that Licensor shall have the right, but not the obligation, in addition to any other remedy it may have available to it at law and/or in equity, to terminate this Agreement immediately upon providing written notice of the same to Licensee. For clarity, Licensor in response to such challenge by Licensee or following termination by Licensor under this subsection may seek redress in any court of competent jurisdiction in its sole discretion notwithstanding Section 15.11 or any other provision of this Agreement.
Challenge of Patents. (i) In the event that Company, its Subsidiary or Sublicensee institutes or actively participates as an adverse party in, or otherwise provides material support to, any Licensed Patent Challenge, Flagship has the right, but not the obligation, in addition to any other remedy it may have available to it at law and/or in equity, to terminate this Agreement immediately upon providing written notice of the same to Company; provided that if such Licensed Patent Challenge is brought by a Sublicensee, Flagship may not terminate this Agreement under this Section 12.2(c)(i) if Company has terminated all Sublicenses granted to such Sublicensee hereunder within [***] after Company has received written notice from Flagship of such Licensed Patent Challenge. Notwithstanding any provision of this Agreement, Flagship may seek redress for any Licensed Patent Challenge in any court of competent jurisdiction in its sole discretion. “Licensed Patent Challenge” means any direct dispute or challenge, or any knowing or willful assistance in the dispute or challenge, of the validity, patentability, or enforceability of any Foundational IP or any claim thereof, or opposition or assistance in the opposition of the grant of any letters patent within the Foundational IP, in any legal or administrative proceedings, including in a court of law, before the U.S. PTO or other agency or tribunal in any jurisdiction, or in arbitration, including without limitation by reexamination, inter partes review, opposition, interference, post-grant review, nullity proceeding, preissuance submission, third party submission, derivation proceeding or declaratory judgment action; provided, however, that the term “Licensed Patent Challenge” shall not include arguments, or any other statements or allegations, made by or on behalf of Company, its Subsidiary or its Sublicensee that distinguish the inventions claimed in Patents Controlled (except by virtue of this Agreement or a Sublicense) by Company, its Subsidiary or its Sublicensee from those claimed in the Foundational IP in the ordinary course of ex parte prosecution of such Patents Controlled by Company, its Subsidiary or its Sublicensee, including without limitation any reissue or reexamination patents or patent applications.
Challenge of Patents. Except in jurisdictions in which it would be illegal to do so, Biogen may immediately terminate this Agreement in the event Apollon or any of its Affiliates files a revocation or nullity proceeding with respect to any of the Biogen Patent Rights or challenges the validity of any of the Biogen Patent Rights. Except in jurisdictions in which it would be illegal to do so, Apollon may immediately terminate this Agreement or the license granted to Biogen hereunder in the event Biogen or any of its Affiliates files a revocation or nullity proceeding with respect to any of the Apollon Patent Rights or challenges the validity of any of the Apollon Patent Rights. The provisions of this Section 7.3 shall be deemed deleted from this Agreement in any jurisdiction in which the inclusion of such provisions would be illegal or would make this Agreement or any part hereof unenforceable.
Challenge of Patents. Nothing herein shall be construed as preventing Licensee, its Affiliates, or Sublicensees, from challenging the validity or enforceability of the Licensed Patent at any time. In the event that Licensee, or an Affiliate, or a Sublicensee, or a Third Party on behalf of any of the foregoing, shall challenge the validity or enforceability of any of the Licensed Patents in any forum through any means, Licensor shall have the right, but not the obligation, in addition to any other remedy Licensor may have available at law and/or in equity, to terminate this Agreement upon providing written notice of the same to Licensee, [***].
Challenge of Patents. Neither Licensee nor any of its Affiliates or Sublicensees, directly or indirectly, shall challenge the validity, scope, or enforceability of any patent or patent application within the Licensed Patents or the Retained Technology, including challenging by means of reexamination, opposition, interference, declaratory judgment proceeding, or invalidity or nullity proceeding, or shall procure, support, encourage, or assist a third party to take any such action. Any breach of this Section 8.7 shall be deemed a material breach by Licensee, giving Licensor, at its option and in its sole discretion, a right to terminate this Agreement pursuant to Section 11.2; provided that Licensee’s cure period under Section 11.2 shall be limited to 15 days for any such breach.
Challenge of Patents. Neither party or its Affiliates, nor their respective sublicensees, will challenge (other than in defense of an action for infringement of a Product Patent Right or in an action for breach of contract) any of the Patent Rights owned or Controlled by the other party or its Affiliates that are related to the Product, or to any Product Improvement in the case of Enzon and any Elan Improvement in the case of Elan, or support an action of its Affiliate or a Third Party challenging the validity of any such Patent Rights.
Challenge of Patents. Licensee acknowledges and agrees that nothing herein shall be construed as preventing it from challenging the validity or enforceability of the Licensed Patents at any time. In the event that Licensee or its Sublicensee shall, however, initiate a challenge to the validity or enforceability of any of the Licensed Patents in any forum through any means, or otherwise indicate the remittance of any payment due under this Agreement is made under protest or with any objection, Licensee agrees that Mount Sinai shall have the right, but not the obligation, in addition to any other remedy it may have available to it at law and/or in equity, to terminate this Agreement immediately upon providing written notice of the same to Licensee. Mount Sinai in response to such challenge by Licensee or following termination by Mount Sinai under this subsection may seek redress in any court of competent jurisdiction in its sole discretion notwithstanding Section 14.10 or any other provision of this Agreement. For the avoidance of doubt, Mount Sinai will have no rights or remedies pursuant to this Section 12.2(d) if Licensee or a Sublicensee challenges the validity or enforceability of any of the Licensed Patents in defense of an infringement claim first brought by Mount Sinai in a Court of competent jurisdiction.
Challenge of Patents. MSGI agrees that nothing herein shall be construed as preventing it from challenging the validity or enforceability of the Licensed Patents, at any time. Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. 14 CONFIDENTIAL In the event that MSGI shall, however, challenge the validity or enforceability of any of the Licensed Patents, or otherwise indicate the payment of any royalty due under this Agreement is made under protest, MSGI agrees that Mount Sinai shall have the right, but not the obligation, to terminate this Agreement immediately upon providing written notice of the same to MSGI.
Challenge of Patents. RenalytixAI acknowledges and agrees that nothing herein shall be construed as preventing it from challenging the validity or enforceability of the Licensed Patent Rights at any time. In the event that RenalytixAI, its Affiliate or Sublicensee shall, however, challenge the validity or enforceability of any of the Licensed Patent Rights in any forum through any means, or otherwise indicate the remittance of any payment due under this Agreement is made under protest or with any objection, RenalytixAI agrees that ISMMS shall have the right, but not the obligation, in addition to any other remedy it may have available to it at law and/or in equity, to terminate this Agreement immediately upon providing written notice of the same to RenalytixAI. ISMMS in response to such challenge by RenalytixAI or following termination by ISMMS under this subsection may seek redress in any court of competent jurisdiction in its sole discretion notwithstanding Section 12.1 or any other provision of this Agreement.
