Invalidity or Unenforceability Defenses 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 Licensed Patents or the AstraZeneca Patents by a Third Party of which such Party becomes aware. As between the Parties, AstraZeneca shall have (i) the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensed Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Patents, in each case ((i) and (ii)), at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.4. Licensor may participate in any such claim, suit or proceeding in the Territory with counsel of its choice at its sole cost and expense; provided that AstraZeneca shall retain control of the defense in such claim, suit or proceeding. AstraZeneca shall be entitled to offset [***] percent ([***]%) of the reasonable out-of-pocket costs of defending or settling such claim, suit or proceeding under this Section 6.6, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection therewith) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) of the amounts owed with respect to such subsequent Calendar Quarter.
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Invalidity or Unenforceability Defenses 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 Licensed ACI Patents, Lilly Patents or the AstraZeneca Joint Patents by a Third Party of which such Party becomes aware. As between the PartiesSubject to Sections 5.2.3 and 5.2.6, AstraZeneca Lilly shall have (i) the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensed ACI Patents and the Joint Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Lilly Patents, in each case ((i) and (ii)), at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.48.4. Licensor ACI may participate in any such claim, suit or proceeding in the Territory with counsel of its choice at its sole cost and expense; provided that AstraZeneca Lilly shall retain control of the defense in such claim, suit or proceeding. AstraZeneca shall be entitled If Lilly or its designee elects not to offset [***] percent ([***]%) defend or control the defense of the reasonable out-of-pocket costs ACI Patents or Joint Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of defending any such claim, suit or settling proceeding, then ACI may conduct and control the defense of any such claim, suit or proceeding under this Section 6.6at its sole cost and expense, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection therewith) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) . Where a Party controls such an action, the other Party 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 8.5, including where necessary, furnishing a power of the amounts owed attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours. In connection with any activities with respect to a defense, claim or counterclaim relating to the ACI Patents or the Joint Patents pursuant to this Section 8.5, the controlling Party shall (a) consult with the other Party as to the strategy for such subsequent Calendar Quarteractivities, (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.
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Samples: License Agreement (AC Immune SA)
Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged alleged, or threatened threatened, or actual assertion of invalidity or unenforceability of any of the Licensed Patents or the AstraZeneca Subject Patents by a Third Party Party, including, without limitation, in connection with any inter partes review, post grant review, reexamination and other similar proceeding before the relevant patent office, a declaratory judgement action of invalidity, a revocation action and other similar proceeding filed in any court or similar tribunal in the Territory (collectively, an “Invalidity Claim”), and of which such Party becomes aware. For purposes of this Section 4.4, the Party defending the Invalidity Claim with respect to a Patent shall be the “Controlling Party.” As between the Parties, AstraZeneca (a) Sublicensor shall have (i) the first right, but not the obligation, to defend and control the defense of an Invalidity Claim with respect to the validity and enforceability of AstraZeneca Patents, the Licensed Licensee Patents and any Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (iib) Sublicensee shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Patentsan Invalidity Claim with respect to any Patents contained in, in each case ((i) and (ii))or otherwise relating to, at its sole cost and expense in the Territory and using counsel of its own choiceany Sublicensee New IP, each, including when such invalidity or unenforceability Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.4. Licensor may participate 4.2, in any such claimboth the Retained Field and the Sublicensed Field, suit or proceeding in the Territory with counsel of its choice Territory, at its the Controlling Party’s sole cost and expense. The non-Controlling Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as the Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 4.4, 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 AstraZeneca the Controlling Party shall retain control of reimburse the defense in such claim, suit or proceeding. AstraZeneca shall be entitled to offset [***] percent ([***]%) of the non-Controlling Party for its reasonable out-of-pocket and verifiable costs of defending or settling such claim, suit or proceeding under this Section 6.6, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed expenses incurred in connection therewith. In the event that the Controlling Party elects not to defend against such Invalidity Claims within sixty (60) days of learning of same, the non-Controlling Party shall have the right, but not the obligation, to defend against any amounts owed such an action, subject in all cases to Licensor under the assistance and cooperation provisions of this Agreement for such Calendar QuarterSection 4.4. In addition, each Controlling Party shall ensure that it complies with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) Section 5.5 of the amounts owed with respect Head License in relation to such subsequent Calendar Quarterany action described in this Section 4.4 that related to the AstraZeneca Patents and any information, consultation and comment rights AstraZeneca has thereunder.
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Invalidity or Unenforceability Defenses 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 Licensed ACI Patents, Xxxxx Patents or the AstraZeneca Joint Patents by a Third Party of which such Party becomes aware. As between the PartiesSubject to Sections 5.2.3 and 5.2.6, AstraZeneca Xxxxx shall have (i) the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensed ACI Patents and the Joint Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Lilly Patents, in each case ((i) and (ii)), at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.48.4. Licensor ACI may participate in any such claim, suit or proceeding in the Territory with counsel of its choice at its sole cost and expense; provided that AstraZeneca Xxxxx shall retain control of the defense in such claim, suit or proceeding. AstraZeneca shall be entitled If Lilly or its designee elects not to offset [***] percent ([***]%) defend or control the defense of the reasonable out-of-pocket costs ACI Patents or Joint Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of defending any such claim, suit or settling proceeding, then ACI may conduct and control the defense of any such claim, suit or proceeding under this Section 6.6at its sole cost and expense, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection therewith) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) . Where a Party controls such an action, the other Party 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 8.5, including where necessary, furnishing a power of the amounts owed attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours. In connection with any activities with respect to a defense, claim or counterclaim relating to the ACI Patents or the Joint Patents pursuant to this Section 8.5, the controlling Party shall (a) consult with the other Party as to the strategy for such subsequent Calendar Quarteractivities, (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.
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Samples: License Agreement (AC Immune SA)
Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged alleged, or threatened threatened, or actual assertion of invalidity or unenforceability of any of the Licensed Patents or the AstraZeneca Subject Patents by a Third Party Party, including, without limitation, in connection with any inter partes review, post grant review, reexamination and other similar proceeding before the relevant patent office, a declaratory judgement action of invalidity, a revocation action and other similar proceeding filed in any court or similar tribunal in the Territory (collectively, an “Invalidity Claim”), and of which such Party becomes aware. For purposes of this Section 4.4, the Party defending the Invalidity Claim with respect to a Patent shall be the “Controlling Party.” As between the Parties, AstraZeneca (a) Sublicensor shall have (i) the first right, but not the obligation, to defend and control the defense of the validity and enforceability of an Invalidity Claim with respect to the Licensed Patents, the Roivant Patents and any Patents contained in, or otherwise relating to, any Sublicensor New IP or Joint New IP, and (iib) Sublicensee shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Patentsan Invalidity Claim with respect to any Patents contained in, in each case ((i) and (ii))or otherwise relating to, at its sole cost and expense in the Territory and using counsel of its own choiceany Sublicensee New IP, each, including when such invalidity or unenforceability Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.4. Licensor may participate 4.2, in any such claimboth the Retained Field and the Sublicensed Field, suit or proceeding in the Territory with counsel of its choice Territory, at its the Controlling Party’s sole cost and expense. The non-Controlling Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as the Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 4.4, 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 AstraZeneca the Controlling Party shall retain control of reimburse the defense in such claim, suit or proceeding. AstraZeneca shall be entitled to offset [***] percent ([***]%) of the non-Controlling Party for its reasonable out-of-pocket and verifiable costs of defending or settling such claim, suit or proceeding under this Section 6.6, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed expenses incurred in connection therewith. In the event that the Controlling Party elects not to defend against such Invalidity Claims within sixty (60) days of learning of same, the non-Controlling Party shall have the right, but not the obligation, to defend against any amounts owed such an action, subject in all cases to Licensor under the assistance and cooperation provisions of this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) of the amounts owed with respect to such subsequent Calendar QuarterSection 4.4.
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