Covenant Not to Challenge Patents. Takeda covenants: (a) not to challenge the validity, scope or enforceability of or otherwise oppose any Patent included in the Orexigen Patents or any foreign counterparts thereof; (b) that it shall include in all of its Sublicenses the obligation binding on the Sublicensee under such Sublicense not to challenge the validity, scope or enforceability of or otherwise oppose any such Patent; (c) that is shall include provisions in all Sublicenses providing that if the Sublicensee challenges the validity or enforceability of or otherwise opposes any such Patent, Takeda may terminate its Sublicense agreement with such Sublicensee; and (d) if any such Sublicensee challenges the validity, scope or enforceability of or otherwise opposes any such Patent, Takeda shall terminate such Sublicense, and such Sublicensee shall no longer have any rights under any such Patent. In the event that all or any portion of this Section 8.6.4 is invalid, illegal or unenforceable, then the Parties will use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s).
Appears in 5 contracts
Samples: Collaboration Agreement (Orexigen Therapeutics, Inc.), Co Development, Co Promotion, Marketing and Licensing Agreement, Co Development, Co Promotion, Marketing and Licensing Agreement
