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

Invalidity or Unenforceability Defenses or Actions. Each Party will promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware, including, for example, in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement action, the allocation of responsibility for costs will be determined in accordance with Section 10.4. [***]. Jazz will have the first right, but not the obligation, to control the defense of any Joint Collaboration Patent Rights at Jazz’s sole cost and expense. If Jazz elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain any such defense, then Codiak may, at its sole cost and expense, conduct and control such defense using counsel of its own choice. Where a Party controls a defense pursuant to this Section 10.7, the other Party will have the right to participate in such defense using counsel of its choice at its sole cost and expense (provided that the controlling Party will retain control of such defense) and will, and will cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to time. In connection with any activities with respect to the defense of any Codiak Other Collaboration Patent Right or Joint Collaboration Patent Right pursuant to this Section 10.7, the controlling Party will (a) consult with the other Party as to the strategy for such activities, (b) consider in good faith any comments from the other Party and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense.

Invalidity or Unenforceability Defenses or Actions. Each Party will shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware. Upon receipt of any such notice, includingthe Parties shall promptly meet to discuss in good faith the most favorable approach to defend against any such allegation in light of each Party’s commercial interests therein, for exampleincluding which Party should control the defense of the validity and enforceability of the Joint Patent Rights and the allocation of costs and expenses with respect thereto; provided, that as between the Parties, if any such invalidity or unenforceability of a Joint Patent Right is raised as a defense or counterclaim in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement actiona Third Party Action initiated pursuant to Section 11.1.1, the allocation of responsibility for costs will be determined in accordance with Party controlling such Third Party Action pursuant to Section 10.4. [***]. Jazz will 11.1.2 or 11.1.3, as applicable, shall have the first right, but not the obligation, to defend and control the defense of any the validity and enforceability of such Joint Collaboration Patent Rights at Jazz’s its sole cost expense in the Territory and expenseusing counsel of its own choice. If Jazz the controlling Party with respect to a Joint Patent Right elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights Rights, in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such defenseclaim, suit or proceeding, then Codiak maythe other Party may conduct and control the defense of any such claim, suit or proceeding using counsel of its own choice at its sole cost and expense, conduct and control such defense using counsel of its own choice. Where a Party controls a defense pursuant to this Section 10.7such an action, the other Party will shall have the right to participate in any such defense using claim, suit or proceeding with counsel of its choice at its sole cost and expense (provided provided, that the controlling Party will shall retain control of the defense in such defenseclaim, suit or proceeding) and will, and will shall cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to timetime in connection with its activities set forth in this Section. In connection with any activities with respect to a defense, claim or counterclaim relating to the defense of any Codiak Other Collaboration Joint Patent Right or Joint Collaboration Patent Right Rights pursuant to this Section 10.711.2, the controlling Party will shall (ax) consult with the other Party as to the strategy for such activities, (by) consider in good faith any comments from the other Party and (cz) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. Each Party will shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Program Patent Rights, Codiak Product-Specific Collaboration the MTEM Background Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, Rights or Joint Collaboration the Takeda Background Patent Rights by a Third Party of which such Party becomes aware, including, for example, in connection . Upon receipt of any such notice (other than with oppositions, nullity respect to any Program Patent Rights owned or revocation actions, post-grant reviews Controlled by Takeda and other patent office proceedings involving such any Takeda Background Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement action, the allocation of responsibility for costs will be determined in accordance with Section 10.4. [***]. Jazz will respect to which Takeda shall have the first sole right, but not the obligation, to defend and control the defense of the validity and enforceability thereof), the Parties shall promptly meet to discuss in good faith the most favorable approach to defend against any Joint Collaboration such allegation in light of each Party’s commercial interests therein, including which Party should control the defense of the validity and enforceability of the Program Patent Rights (other than with respect to any Program Patent Rights owned or Controlled by Takeda) or the MTEM Background Patent Rights and the allocation of costs and expenses with respect thereto; provided, that as between the Parties, if any such invalidity or unenforceability of any such Program Patent Rights or MTEM Background Patent Rights is raised as a defense or counterclaim in connection with a Third Party Action initiated pursuant to Section 8.7, Takeda shall have the right, but not the obligation, to defend and control the defense of the validity and enforceability of such Program Patent Rights or MTEM Background Patent Rights at Jazz’s its sole cost expense in the Territory and expenseusing counsel of its own choice. If Jazz the controlling Party with respect to a Program Patent Right (other than with respect to any Program Patent Rights owned or Controlled by Takeda) or MTEM Background Patent Right elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such defenseclaim, suit or proceeding, then Codiak maythe other Party may conduct and control the defense and settlement of any such claim, suit or proceeding using counsel of its own choice at its sole cost and expense, conduct and control such defense using counsel of its own choice. Where a Party controls a defense pursuant to this Section 10.7such an action, the other Party will shall have the right to participate in any such defense using claim, suit or proceeding with counsel of its choice at its sole cost and expense (provided provided, that the controlling Party will shall retain control of the defense in such defenseclaim, suit or proceeding) and will, and will shall cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to timetime in connection with its activities set forth in this Section. In connection with any activities with respect to a defense, claim or counterclaim relating to the defense of Program Patent Rights (other than with respect to any Codiak Other Collaboration Program Patent Right Rights owned or Joint Collaboration Controlled by Takeda) or the MTEM Background Patent Right Rights pursuant to this Section 10.78.8, the controlling Party will shall (a) consult with the other Party as to the strategy for such activities, (b) consider in good faith any comments from the other Party and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim, pursuant to Section 8.7.

Invalidity or Unenforceability Defenses or Actions. Each Party will Party, through the Joint Patent Committee, shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Mersana Patent Rights, Codiak Product-Specific Collaboration Licensee Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, Rights or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware. Upon receipt of any such notice (a) with respect to a Joint Patent Right, includingthe Parties, for examplethrough the Joint Patent Committee, shall promptly meet to discuss in good faith the most favorable approach to defend against any such allegation in light of each Party’s commercial interests therein, including which Party should control the defense of the validity and enforceability of the Joint Patent Rights and the allocation of costs and expenses with respect thereto, (b) with respect to a Mersana Patent Right, Mersana shall control the defense of the validity and enforceability of such Mersana Patent Right at its sole cost and expense, and (c) with respect to a Licensee Patent Right, Licensee shall control the defense of the validity and enforceability of such Licensee Patent Right at its sole cost and expense; provided, that as between the Parties, if any such invalidity or unenforceability of a Mersana Patent Right, Licensee Patent Right or Joint Patent Right is raised as a defense or counterclaim in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement actiona Third Party Action initiated pursuant to Section 12.1, the allocation of responsibility for costs will be determined in accordance with Party controlling such Third Party Action pursuant to Section 10.4. [***]. Jazz will 12.1.2 or 12.1.3, as applicable, shall have the first right, but not the obligation, to defend and control the defense of any Joint Collaboration the validity and enforceability of such Patent Rights at Jazz’s its sole cost expense in its territory and expenseusing counsel of its own choice; provided further, that notwithstanding any other provision of this Section 12.2 as between the Parties, if any such invalidity or unenforceability of a Mersana Patent Right, Licensee Patent Right or Joint Patent Right is raised as a defense or counterclaim in connection with an enforcement action initiated pursuant to Section 11.4, the Party controlling such enforcement action pursuant to Section 11.4, shall have the right, but not the obligation, to defend and control the defense of the validity and enforceability of such Mersana Patent Right, Licensee Patent Right or Joint Patent Right at its sole expense in its territory and using counsel of its own choice. If Jazz the controlling Party with respect to a Mersana Patent Right, Licensee Patent Right or Joint Patent Right elects not to defend or control the defense of the applicable such Mersana Patent Right, Licensee Patent Right or Joint Collaboration Patent Rights Right, in a suit brought in the Territory its territory or otherwise fails to initiate and maintain the defense of any such defenseclaim, suit or proceeding, then Codiak maythe other Party may conduct and control the defense of any such claim, suit or proceeding using counsel of its own choice at its sole cost and expense, conduct and control ; provided that exercise of such defense using counsel of its own choicestep-in right is not inconsistent with Section 11.4. Where a Party controls a defense pursuant to this Section 10.7such an action, the other Party will shall have the right to participate in any such defense using claim, suit or proceeding with counsel of its choice at its sole cost and expense (provided provided, that the controlling Party will shall retain control of the defense in such defenseclaim, suit or proceeding) and will, and will shall cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to timetime in connection with its activities set forth in this Section 12.2. In connection with any activities with respect to a defense, claim or counterclaim relating to the defense of any Codiak Other Collaboration Joint Patent Right or Joint Collaboration Patent Right Rights pursuant to this Section 10.712.2, the controlling Party will shall (ax) consult with the other Party as to the strategy for such activities, (by) consider in good faith any comments from the other Party and (cz) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

Invalidity or Unenforceability Defenses or Actions. 12.2.1 Each Party will shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Mersana Patent Rights, Codiak Product-Specific Collaboration Xxxxxxx Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, Rights or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware. 12.2.2 With respect to Mersana Patent Rights and Xxxxxxx Patent Rights, includingthe Party that at the time is prosecuting such Patent Right shall have the sole right to control the defense of the validity and enforceability of such Patent Rights and shall bear the costs with respect thereto. 12.2.3 With respect to Joint Patent Rights, for exampleupon receipt of any notice provided under Section 12.2.1, the Parties shall promptly meet to discuss in good faith the most favorable approach to defend against any such allegation in light of each Party’s commercial interests therein, including which Party should control the defense of the validity and enforceability of the Joint Patent Rights and the allocation of costs and expenses with respect thereto; provided, that as between the Parties, if any such invalidity or unenforceability of a Joint Patent Right is raised as a defense or counterclaim in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement actiona Third Party Action initiated pursuant to Section 12.1, the allocation of responsibility for costs will be determined in accordance with Party controlling such Third Party Action pursuant to Section 10.4. [***]. Jazz will 12.1.2 or 12.1.3, as applicable, shall have the first right, but not the obligation, to defend and control the defense of any the validity and enforceability of such Joint Collaboration Patent Rights at Jazz’s its sole cost expense in the Territory and expenseusing counsel of its own choice. If Jazz the controlling Party with respect to a Joint Patent Right elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights Rights, in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such defenseclaim, suit or proceeding, then Codiak maythe other Party may conduct and control the defense of any such claim, suit or proceeding using counsel of its own choice at its sole cost and expense, conduct and control such defense using counsel of its own choice. . 12.2.4 Where a Party controls a defense pursuant to any action described in this Section 10.712.2, the other Party will shall have the right to participate in any such defense using claim, suit or proceeding with counsel of its choice at its sole cost and expense (provided provided, that the controlling Party will shall retain control of the defense in such defenseclaim, suit or proceeding) and will, and will shall cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to timetime in connection with its activities set forth in this Section. In connection with any activities with respect to a defense, claim or counterclaim relating to the defense of any Codiak Other Collaboration Patent Right or Joint Collaboration Patent Right Rights pursuant to this Section 10.712.2 (other than with respect a defense, claim or counterclaim relating to the Mersana Platform Patent Rights), the controlling Party will shall (ax) consult with the other Party as to the strategy for such activities, (by) consider in good faith any comments from the other Party and (cz) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.