Common use of Invalidity or Unenforceability Defences or Actions Clause in Contracts

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 Party for the purposes of this Section 17.2 also.

Invalidity or Unenforceability Defences or Actions. 17.2.1 16.2.1 In the event that a Third Party asserts, as a defence or as a counterclaim in any infringement action under Section 16.115.1, 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 16.115.1, […***…] 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 16.2.2 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 16.2.3 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 17.216.2, including allowing access to files and documents and to personnel who may have possession of relevant information. In particular particular, each Party shall upon reasonable request make available to the other, free of charge, all information in its possession or control that of which it is aware and that will assist the other Party in responding to any such action, claim or suit., 17.2.4 16.2.4 Where a Sublicensee is deemed, by virtue of Section 16.2 15.2 above to have become a Third Party for the purposes of Section 16.115.1, such Sublicensee shall be deemed to be a Third Party for the purposes of this Section 17.2 16.2 also.

Invalidity or Unenforceability Defences or Actions. 17.2.1 16.2.1 In the event that a Third Party asserts, as a defence or as a counterclaim in any infringement action under Section 16.115.1, 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 16.115.1, […***…] 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 16.2.2 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 ***Confidential Treatment Requested unreasonably withheld or delayed, prior to ceasing to defend, settling or otherwise compromising any such action or claim. 17.2.3 16.2.3 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 17.216.2, including allowing access to files and documents and to personnel who may have possession of relevant information. In particular particular, each Party shall upon reasonable request make available to the other, free of charge, all information in its possession or control that of which it is aware and that will assist the other Party in responding to any such action, claim or suit., 17.2.4 16.2.4 Where a Sublicensee is deemed, by virtue of Section 16.2 15.2 above to have become a Third Party for the purposes of Section 16.115.1, such Sublicensee shall be deemed to be a Third Party for the purposes of this Section 17.2 16.2 also.