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

Invalidity or Unenforceability Defenses or Actions. (a) If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Sections 7.1, 7.2 or 7.3, that any Licensed Patent is invalid or unenforceable, or that an interference should be declared with respect to a Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are the plaintiffs in the underlying suit or action against such Third Party shall have the initial right to respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted in collaboration with the other Parties, to the extent that the other Parties’ intellectual property rights or rights under this Agreement are the subject of such invalidity or unenforceability defense or counterclaim. The Party plaintiff shall involve such other Party(ies) in all decisions as to such response or defense, and in any event such Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that adversely affects such other Party’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. intellectual property rights or rights under this Agreement without such other Party’s written consent, not to be unreasonably withheld or delayed.

Invalidity or Unenforceability Defenses or Actions. (a) If 12.3.1 In the event that a Third Party asserts, as a defense or as a counterclaim in any infringement action under Sections 7.1, 7.2 or 7.3Section 12.2, that any Licensed Patent is IP Rights are invalid or unenforceable, or that an interference should be declared with respect to a Licensed Patent, then the Parties Party pursuing such infringement action shall promptly meet (which meeting may at any give written notice to the other Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are is the plaintiffs plaintiff in the underlying suit or action against such Third Party shall have the initial right to shall, at its sole cost and expense, respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted in collaboration with the other Parties, to the extent that the other Parties’ intellectual property rights or rights under this Agreement Party’s Patent Rights are the subject of such invalidity or unenforceability defense or counterclaim. The , the Party plaintiff that has the right to enforce such Patent Rights under Section 12.2, at its sole cost and expense, shall involve such other Party(ies) in control all decisions as to such response or defensedefense (in consultation with the other Party), and provided further that, except as permitted in any event such Section 12.5, neither Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that materially adversely affects such the other Party’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portionsPatent Rights or its interest therein, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. intellectual property rights or rights under this Agreement Agreement, without such other Party’s written consent, not to be unreasonably withheld or delayed.

Invalidity or Unenforceability Defenses or Actions. (a) If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Sections 7.1, 7.2 or 7.3, that any Licensed Patent is invalid or unenforceable, or that an interference should be declared with respect to a Licensed Patent, then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are the plaintiffs in the underlying suit or action against such Third Party shall have the initial right to respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted in collaboration with the other Parties, to the extent that the other Parties’ intellectual property rights or rights under this Agreement are the subject of such invalidity or unenforceability defense or counterclaim. The Party plaintiff shall involve such other Party(ies) in all decisions as to such response or defense, and in any event such Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that adversely affects such other Party’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. intellectual property rights or rights under this Agreement without such other Party’s written consent, not to be unreasonably withheld or delayed.

Invalidity or Unenforceability Defenses or Actions. (a) If a Third Party asserts, as a defense or as a counterclaim in any infringement action under Sections 7.1, 7.2 or 7.3Section 7.3.2 (a) authorized by the Steering Committee, that any Licensed Patent Technology, Collaboration Technology, Product Trademark, or Production Process Technology is invalid or unenforceableunenforceable (or, or that an interference should be declared with respect to a Licensed PatentProduct Trademarks, is confusing, deceptive or dilutes one or more of such Third Party's Trademarks), then the Parties shall promptly meet (which meeting may at any Party’s request be by telephone conference or videoconference) to discuss the response to such defense or defense of such counterclaim or action (as applicable) and shall cooperate with one another in such response or defense. The Party or Parties that are the plaintiffs in the underlying suit or action against such Third Party shall have the initial right to respond to such defense or defend against such counterclaim (as applicable), provided that such response or defense shall be conducted under the supervision, and at the direction, of the Steering Committee as provided in collaboration with the other PartiesSection 7.3.2 and, to the extent that the other Parties’ Party's intellectual property rights or rights under this Agreement are the subject of such invalidity or unenforceability defense or counterclaim. The , the Party plaintiff shall involve such other Party(ies) Party in all decisions as to such response or defense, and in any event such Party plaintiff shall not settle or otherwise compromise such defense or counterclaim in any way that adversely affects such other Party’s Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. 's intellectual property rights or rights under this Agreement its interest therein without such other Party’s 's written consent, not to be unreasonably withheld or delayed.