Common use of Contest of Validity Clause in Contracts

Contest of Validity. (a) In the event Licensee or its Sublicensee(s) (or a third party on its behalf) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceable, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall pay a royalty rate of one and a half (1.5) times the royalty rate specified in Section 3.2 for all Net Sales. Moreover, should the outcome of such contest determine that any claim of the Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service sold by Licensee (or its Sublicensee(s) if such Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two (2) times the royalty rate specified in Section 3.2 for all Net Sales. (b) In the event that Licensee or its Sublicensee(s) contests the validity or enforceability of any Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(s) to agree) to pay to Licensor all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to Licensor, and shall not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. (a) Licensee must provide, and shall require its Sublicensee(s) to agree to provide, University at least three (3) months prior written notice before filing any action that contests the validity, enforceability or patentability of any patent included in the Patent Rights during the term of this Agreement. Licensee or its Sublicensee(s) shall include with such written notice an identification of all prior art Licensee or its Sublicensee(s) believes invalidates any claim of the Licensed Patent, claim charts mapping such prior art against all claims asserted to be invalid, and an identification of all legal grounds for such assertion of invalidity (for example, anticipation, obviousness, indefiniteness, lack of written description, lack of enablement). (b) In the event Licensee or its Sublicensee(s) (or a third party on its behalf) files any action contesting the validity or enforceability of any Patent Rights and Licensed Patent, the provision filing party shall pay to University a royalty rate of two (2) times the royalty rate specified in Section 7.3(d) 3.2 of this Agreement and Schedule 2 to this Agreement for all Products sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of a Licensed Patent challenged is unenforceable, the valid and would be infringed by a Product sold by Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall pay a royalty rate of one and a half (1.5) times the royalty rate specified in Section 3.2 for all Net Sales. Moreover, should the outcome of such contest determine that any claim of the Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service sold by Licensee (or its Sublicensee(s) if such Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two three (23) times the royalty rate specified in Section 3.2 for all Net Salesof this Agreement and Schedule 2 to this Agreement. (bc) In the event that Licensee or its Sublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(s) to agree) to pay to Licensor University all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to LicensorUniversity, and shall not be refunded. (cd) In the event that a validity Licensee or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall its Sublicensee(s) will have no right to recoup any royalties paid before contesting the validity of any patent included in the Patent Rights, or during the period challengeof such contest.

Contest of Validity. (aA. Licensee and its sublicensee(s) In must provide XXXX at least [*Certain information has been omitted under a request for confidential treatment, and the event omitted information has been filed with the Commission] months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. B. If Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights Licensed Patent, the filing party shall pay [*Certain information has been omitted under a request for confidential treatment, and the provision in Section 7.3(d) is unenforceable, omitted information has been filed with the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall pay a royalty rate of one and a half (1.5) times the royalty rate specified in Section 3.2 for all Net SalesCommission]. Moreover, should the outcome of such contest determine that any claim of a Licensed Patent challenged by the Patent Rights challenged filing party is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(s) if such Sublicensee filed the action), filing party if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee filed the action) filing party shall thereafter, and for the remaining term of this AgreementAgreement [*Certain information has been omitted under a request for confidential treatment, pay a royalty rate of two (2) times and the royalty rate specified in Section 3.2 for all Net Salesomitted information has been filed with the Commission]. (b) In the event that C. If Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees shall pay (and shall require its Sublicensee(ssublicensee(s) to agreeagree to pay) to pay to Licensor XXXX all royalties due under the Agreement during the period of challenge. For the sake of clarity, Licensee or the sublicensee shall not pay such amounts shall not be paid into any escrow or other account, but directly to Licensor, and shall not be refundedXXXX. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide XXXX at least three (a3) months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. B. In the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall filing party will pay a royalty rate of one and a half (1.5****) times the royalty rate specified in Section 3.2 4B of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(s) sublicensee(s), if such Sublicensee sublicensee filed the action), ) if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall will thereafter, and for the remaining term of this Agreement, pay a royalty rate of two (2****) times the royalty rate specified in Section 3.2 for all Net Sales4B of this Agreement. (b) C. In the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall will require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor WARP all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall will not be paid into any escrow or other account, but directly to LicensorWARP, and shall will not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. (a) Century, its Affiliates and its Sublicensee(s) must provide CDI at least three (3) months prior written notice before filing any action that contests the validity of any Licensed Patent Rights during the Term of this Agreement. (b) In the event Licensee Century, its Affiliates or its Sublicensee(s) (or a third party on its behalf) files any action contesting the validity or enforceability of any Licensed Patent Rights and the provision in Section 7.3(d) is unenforceableRights, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall filing party will pay a royalty rate of one and a half (1.5) [***] times the royalty rate specified in Section 3.2 4.1 of this Agreement for all Net SalesLicensed Products sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights Right challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee Century (or its Sublicensee(s) if such Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (Affiliates or its Sublicensee(s), if such Sublicensee filed the action) shall if not for the license granted by this Agreement, Century (or its Affiliates, its Sublicensee(s), if such Sublicensee filed the action) will thereafter, and for the remaining term Term of this Agreement, pay a royalty rate of two (2) [***] times the royalty rate specified in Section 3.2 for all Net Sales4.1 of this Agreement. (bc) In the event that Licensee Century, its Affiliates, or its Sublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term Term of this Agreement, Licensee Century agrees (and shall will require its Affiliates and its Sublicensee(s) to agree) to pay to Licensor CDI all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall will not be paid into any escrow or other account, but directly to LicensorCDI, and shall will not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide WiSys at least three (a3) months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. B. In the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) filing party shall pay a royalty rate of one and a half two (1.52) times the royalty rate specified in Section 3.2 4B of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(s) sublicensee(s), if such Sublicensee sublicensee filed the action), ) if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two three (23) times the royalty rate specified in Section 3.2 for all Net Sales4B of this Agreement. (b) C. In the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor WiSys all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to LicensorWiSys, and shall not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide XXXX at least three (a3) months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. B. In the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall filing party will pay a royalty rate of one and a half [***] (1.5[***]) times the royalty rate specified in Section 3.2 4B of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(s) sublicensee(s), if such Sublicensee sublicensee filed the action), ) if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall will thereafter, and for the remaining term of this Agreement, pay a royalty rate of two [***] (2[***]) times the royalty rate specified in Section 3.2 for all Net Sales4B of this Agreement. (b) C. In the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall will require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor XXXX all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall will not be paid into any escrow or other account, but directly to LicensorXXXX, and shall will not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide WiSys at least three (a3) In months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. X. Xx the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) filing party shall pay a royalty rate of one and a half two (1.52) times the royalty rate specified in Section 3.2 4.B. of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(s) sublicensee(s), if such Sublicensee sublicensee filed the action), ) if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two three (23) times the royalty rate specified in Section 3.2 for all Net Sales4.B. of this Agreement. (b) In X. Xx the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor WiSys all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to LicensorWiSys, and shall not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide XXXX at least three (a3) months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. B. In the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) filing party shall pay a royalty rate of one and a half two (1.52) times the royalty rate specified in Section 3.2 4B of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(ssublicensee(s) if such Sublicensee sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two three (23) times the royalty rate specified in Section 3.2 for all Net Sales4B of this Agreement. (b) C. In the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor XXXX all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to LicensorXXXX, and shall not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. A. Licensee and its sublicensee(s) must provide WXXX at least three (a3) months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement. Neuro One Exclusive License 14-00333 5 final Page 7 of 18 * Information redacted pursuant to a confidential treatment request and submitted separately with the Securities and Exchange Commission. B. In the event Licensee or its Sublicensee(s) (or a third party on its behalfsublicensee(s) files any action contesting the validity or enforceability of any Patent Rights and the provision in Section 7.3(d) is unenforceableLicensed Patent, the Licensee (or its Sublicensee(s), if such Sublicensee filed the action) filing party shall pay a royalty rate of one and a half two (1.52) times the royalty rate specified in Section 3.2 4B of this Agreement for all Net SalesProducts sold during the pendency of such action. Moreover, should the outcome of such contest determine that any claim of the a Licensed Patent Rights challenged is both valid and would be infringed by a Licensed Product, Licensed Process, or Licensed Service Product sold by Licensee (or its Sublicensee(ssublicensee(s) if such Sublicensee sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(ssublicensee(s), if such Sublicensee sublicensee filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two three (23) times the royalty rate specified in Section 3.2 for all Net Sales4B of this Agreement. (b) C. In the event that Licensee or its Sublicensee(ssublicensee(s) contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(ssublicensee(s) to agree) to pay to Licensor WXXX all royalties due under the Agreement during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but directly to LicensorWXXX, and shall not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.

Contest of Validity. (a) 7.6.1. Licensee shall provide, and shall require its Permitted Sublicensees to provide, FCDI at least [***] prior written notice before filing any action that contests the validity of any Licensed Patent Rights during the term of this Agreement. 7.6.2. In the event Licensee or its Sublicensee(s) (or a third party on its behalf) any Permitted Sublicensee files any action contesting Patent Challenge to the validity or enforceability of any Licensed Patent Rights and the provision in Section 7.3(d) is unenforceableRights, the then Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall pay a royalty rate of one and a half (1.5) times [***] the royalty rate specified set forth in Section 3.2 4.5 (Royalties and Duration) of this Agreement for all Net SalesSpecified Products Covered by such Licensed Patent Right during the pendency of such action. Moreover, should the outcome of such contest Patent Challenge determine that any claim of the a Licensed Patent Rights Right challenged is both valid and would be infringed by a Licensed ProductSpecified Product made, Licensed Processhave made, used, offered for sale, sold or Licensed Service sold imported by Licensee (or its Sublicensee(s) if such Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee filed the action) shall will thereafter, and for the remaining term Term of this Agreement, Agreement pay a royalty rate of two [***] (2Royalties and Duration) times of this Agreement for such Specified Product(s) until the royalty rate specified in Section 3.2 for expiration of all Net SalesValid Claims of such Licensed Patent Right. (b) In 7.6.3. For clarity, in the event that Licensee or its Sublicensee(s) a Permitted Sublicensee contests the validity or enforceability of any Licensed Patent Rights during the term of this Agreement, Licensee agrees (and shall require its Sublicensee(s) not be permitted to agree) withhold payment to pay to Licensor all FCDI of any royalties due under the this Agreement during the period of challengechallenge (including royalties pursuant to Section 7.6.2). For the sake of clarity, such amounts shall will not be paid into any escrow or other account, but directly to LicensorFCDI, and shall will not be refunded. (c) In the event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have no right to recoup any royalties paid before or during the period challenge.