Invalidity or Unenforceability Defences or Actions Sample Clauses

Invalidity or Unenforceability Defences or Actions. 17.2.1 In the event that a Third Party asserts, as a defence or as a counterclaim in any infringement action under Section 16.1, that any Licensed Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. […***…] shall have […***…], at […***…] through counsel of its choosing, to respond to such defence or defend against such counterclaim (as applicable) and, if […***…] is pursuing the applicable infringement action under Section 16.1, […***…] shall allow […***…] to control such response or defence (as applicable). If […***…] determines not to respond to such defence or defend against such counterclaim (as applicable), […***…] shall, at […***…], have the right to respond to such defence or defend against such counterclaim (as applicable); provided, however, that […***…] shall obtain the written consent of […***…], not to be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise concluding such defence or counterclaim. 17.2.2 Similarly, if a Third Party asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Licensed Patent is invalid or unenforceable, then the Party first becoming aware of such action or claim shall promptly give written notice to the other Party. […***…] shall have […***…], at […***…], through counsel of its choosing, to defend against such action or claim. If […***…] determines not to assume such defence, […***…] shall, at […***…], have the right to defend against such action or claim; provided, however, that […***…] shall obtain the written consent of […***…], not to be unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise compromising any such action or claim. 17.2.3 Each Party shall provide to the other all reasonable assistance requested by the other in connection with any action, claim or suit under this Section 17.2, including allowing access to files and documents and to personnel who may have possession of relevant information. In particular each Party shall upon reasonable request make available to the other, free of charge, all information in its possession or control that it is aware and will assist the other Party in responding to any such action, claim or suit. 17.2.4 Where a Sublicensee is deemed, by virtue of Section 16.2 above to have become a Third Party for the purposes of Section 16.1, such Sublicensee shall be deemed to be a Third P...
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Invalidity or Unenforceability Defences or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents by a Third Party and of which such Party becomes aware. As between the Parties, (i) Licensee shall have the first right, but not the obligation, to defend and control the defence of the validity and enforceability of the AstraZeneca Patents at its sole cost. If Licensee declines to defend any such invalidity claim with respect to the AstraZeneca Patent, AstraZeneca may defend such invalidity claim at its own cost and expense. For purposes of this Section 5.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the "Controlling Party." If the Controlling Party or its designee elects not to defend or control the defence of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defence of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defence of any such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable costs and expenses incurred in connection therewith. In connection with any activities with respect to a defence, claim or counterclaim relating to the AstraZeneca Patents pursuant to this Section 5.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defence, claim or counterclaim.
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Invalidity or Unenforceability Defences or Actions. 20.2.1 In the event that a Third Party or Sublicensee asserts, as a defence or as a counterclaim in any infringement action under Section 19.1, that any Licensed Patent, Joint Patent or AstraZeneca Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defence or defend against such counterclaim (as applicable), including the right to settle or otherwise compromise such claim. If AstraZeneca notifies Avanir in writing that it does not wish to respond to such defence or defend against, or settle, such counterclaim (as applicable), Avanir shall, at its sole cost and expense, have the right to respond to such defence or defend against such counterclaim (as applicable); provided, however, that Avanir shall obtain the written consent of AstraZeneca prior to ceasing to defend, settling or otherwise compromising such defence or counterclaim. 20.2.2 Similarly, if a Third Party or Sublicensee asserts, in a declaratory judgment action or similar action or claim filed by such Third Party or Sublicensee, that any Licensed Patent, Joint Patent or AstraZeneca Patent is invalid or unenforceable, then the Party first becoming aware of such action or claim shall promptly give written notice to the other Party. AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to defend against such action or claim, including the right to settle or otherwise compromise such claim. If AstraZeneca notifies Avanir in writing that it does not wish to respond to or defend against or settle such action or claim, Avanir shall, at its sole cost and expense, have the right to defend against such action or claim; provided, however, CONFIDENTIAL TREATMENT REQUESTED that Avanir shall obtain the written consent of AstraZeneca prior to ceasing to defend, settling or otherwise compromising any such action or claim.
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Invalidity or Unenforceability Defences or Actions. In the event that a Third Party or Sublicensee asserts, as a defence or as a counterclaim in any Infringement Suit under Section 14.5, that any AstraZeneca Patent, Dynavax Patent or Collaboration Patent covering a Dynavax ISS or Collaboration ISS is invalid or unenforceable, then the Party pursuing such Infringement Suit shall promptly give written notice to the other Party. AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defence or defend against such counterclaim (as applicable), including the right to settle or otherwise compromise such claim with respect to the AstraZeneca Patents and Collaboration Patents (other than in respect of any Collaboration Patent solely covering a Reverted ISS for which Dynavax shall have the first right), and Dynavax shall have the first right to do so with respect to Dynavax Patents (other than in respect of any Dynavax Patent solely covering a CD or Product for which AstraZeneca shall have the first right). If the Party having the first right notifies the other Party in writing that it does not wish to respond to such defence or defend against such counterclaim (as applicable), the other Party shall, at its sole cost and expense, have the right but not the obligation to respond to such defence or defend against such counterclaim (as applicable); provided, however, that such other Party shall obtain the written consent of the Party having the first right prior to ceasing to defend, settling or otherwise compromising such defence or counterclaim.
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Invalidity or Unenforceability Defences or Actions. 10.2.1 In the event that a Third Party asserts, as a defence or as a counterclaim in any infringement action, that any Universal Patent (excluding any Arising IP) or any Arising IP solely owned by Universal is invalid or unenforceable, then Universal shall have the right, but not the obligation, through counsel of its choosing to respond to such defence or defend against such counterclaim (as applicable), including the right to settle or otherwise compromise such claim. 10.2.2 Similarly, if a Third Party asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Patent within the Arising IP solely or jointly owned by Adaptimmune is invalid or unenforceable, then Adaptimmune shall have the right, but not the obligation, through counsel of its choosing to defend against such action or claim.
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Invalidity or Unenforceability Defences or Actions. 10.2.1 In the event that a Third Party asserts, as a defence or as a counterclaim in any infringement action, that any Universal Patent (excluding any Arising IP) or any Arising IP solely owned by Universal is invalid or unenforceable, then Universal shall have the right, but not the obligation, through counsel of its choosing to respond to such defence or defend against such counterclaim (as applicable), including the right to settle or otherwise compromise such claim. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 10.2.2 Similarly, if a Third Party asserts, in a declaratory judgment action or similar action or claim filed by such Third Party, that any Patent within the Arising IP solely or jointly owned by Adaptimmune is invalid or unenforceable, then Adaptimmune shall have the right, but not the obligation, through counsel of its choosing to defend against such action or claim.
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Related to Invalidity or Unenforceability Defences or Actions

  • 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 If any term or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue in full force and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability) had not been contained herein.

  • Invalidity or Unenforceability of Any Provision The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement and any invalid or unenforceable provision will be deemed to be severed.

  • Unenforceability The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

  • Invalidity Any provision of this Agreement which may be determined by competent authority to be 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Partial Unenforceability The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

  • Unenforceability of Provisions If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

  • Invalid or Unenforceable Provisions The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted.

  • Invalidity; Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

  • Governing Law; Invalidity This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

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