Licensee Challenges Sample Clauses

Licensee Challenges. If Licensee or any of its Affiliates brings an action or proceeding, or assists any third party in bringing an action or proceeding, seeking a declaration or ruling that any claim in any of the Licensed Patent Rights is invalid or unenforceable, or asserts that any product does not infringe the Licensed Patent Rights: (a) during the pendency of such action or proceeding, [***] or [***]; (b) should the outcome of such action or proceeding determine that any such claim challenged by Licensee is valid, enforceable, and/or infringed by a Licensed Product, [***] and [***]; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (c) Licensee shall have [***]; (d) Licensee shall [***]; and (e) [***]. Licensee shall provide written notice to Caltech at least [***] ([***]) days before Licensee or any of its Affiliates initiates any action or proceeding seeking a declaration or ruling that any claim within the Licensed Patent Rights is invalid or unenforceable or that any product would not infringe (but for this Agreement) any claim in the Licensed Patent Rights. Licensee will include with such written notice an identification of all prior art it believes is material. Any dispute regarding the validity or enforceability of any of the Licensed Patent Rights, or whether any product would infringe (but for this Agreement) any claim in the Licensed Patent Rights, shall be litigated exclusively in the U.S. District Court for the Central District of California situated in the County of Los Angeles, and each Party hereby agrees to submit to the exclusive jurisdiction of such court, and waives any objection to venue, for such purposes.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Licensee Challenges. If Licensee or any of its Affiliates brings an action or proceeding, or assists any third party in bringing an action or proceeding, seeking a declaration or ruling that any claim in any of the Exclusively Licensed Patent Rights is invalid or unenforceable, or asserts that any product does not infringe the Exclusively Licensed Patent Rights: (a) during the pendency of such action or proceeding, the royalty rate will be increased to double the royalty rate set forth in Section 5.3; (b) should the outcome of such action or proceeding determine that any claim of a Licensed Patent challenged by Licensee is valid, enforceable, and/or infringed by a Licensed Product, the royalty rate will be increased to triple the royalty rate set forth in Section 5.3 and Licensee shall pay Caltech’s attorneys’ fees, expert witness fees, court costs, third-party costs, and other litigation expenses; (c) Licensee shall have no right to recoup any royalties paid before such action or proceeding or during the period in which such action or proceeding is pending (including on appeal); (d) Licensee shall not pay royalties into any escrow or other similar account, but rather shall continue to pay royalties directly to Caltech; and (e) Caltech shall have full control and authority to defend the Exclusively Licensed Patent Rights in the action or proceeding. Licensee shall provide written notice to Caltech at least [***] before Licensee or any of its Affiliates initiates any action or proceeding seeking a declaration or ruling that any claim of any Licensed Patent is invalid or unenforceable or that any product would not infringe (but for this Agreement) any claim in the Exclusively Licensed Patent Rights. Licensee will include with such written notice an identification of all prior art it believes is material.
Sample 1Sample 2Sample 3
Licensee Challenges. If Licensee or any of its Affiliates brings an action or proceeding, or assists any third party in bringing an action or proceeding, seeking a declaration or ruling that any claim of Exclusively Licensed Patent is invalid or unenforceable, then during the pendency of such action or proceeding, ***, no refunds of previously paid royalties shall made, and royalty payments shall continue to be paid directly to Caltech and not into an escrow or other similar account. (a) Should the outcome of such action or proceeding determine that any claim of all Licensed Patents challenged by Licensee is both valid and infringed by a Licensed Product, ***. (b) Any dispute regarding the validity or enforceability of any Licensed Patent, or whether any product would infringe (but for the license under this Agreement) any Valid Claim, shall be litigated exclusively in the U.S. District Court for the Central District of California situated in the county of Los Angeles, and each Party hereby agrees to submit to the exclusive jurisdiction of such court, and waives any objection to venue, for such purposes.
Sample 1Sample 2
Licensee Challenges. If Licensee or any of its Affiliates brings an action or proceeding, or assists any third party in bringing an action or proceeding, seeking a declaration or ruling that any claim in any of the Exclusively Licensed Patent Rights or Improvement Patent Rights is invalid or unenforceable, or asserts that any product does not infringe the Exclusively Licensed Patent Rights or Improvement Patent Rights: (a) during the pendency of such action or proceeding, the royalty rate will be increased to double the royalty rate set forth in Section 5.3; (b) should the outcome of such action or proceeding determine that any claim of a Licensed Patent challenged by Licensee is valid, enforceable, and/or infringed by a Licensed Product, the royalty rate will be increased to triple the royalty rate set forth in Section 5.2 and Licensee shall pay Caltech’s attorneys’ fees, expert witness fees, court costs, third-party costs, and other litigation expenses; (c) Licensee shall have no right to recoup any royalties paid before such action or proceeding or during the period in which such action or proceeding is pending (including on appeal); (d) Licensee shall not pay royalties into any escrow or other similar account, but rather shall continue to pay royalties directly to Caltech; and (e) Caltech shall have full control and authority to defend the Exclusively Licensed Patent Rights and Improvement Patent Rights in the action or proceeding. Licensee shall provide written notice to Caltech at least ninety (90) days before Licensee or any of its Affiliates initiates any action or proceeding seeking a declaration or ruling that any claim of any Licensed Patent is invalid or unenforceable or that any product would not infringe (but for this Agreement) any claim in the Exclusively Licensed Patent Rights or Improvement Patent Rights, Licensee will include with such written notice an identification of all prior art it believes is material. Any dispute regarding the validity or enforceability of any of the Exclusively Licensed Patent Rights or Improvement Patent Rights, or whether any product would infringe (but for this Agreement) any claim in the Exclusively Licensed Patent Rights or Improvement Patent Rights, shall be litigated exclusively in the U.S. District Court for the Central District of California situated in the County of Los Angeles, and each Party hereby agrees to submit to the exclusive jurisdiction of such court, and waives any objection to venue, for such purposes.
Sample 1

Related to Licensee Challenges

  • Patent Challenge 6.5.1 Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, upon the commencement by Licensee or any of its Affiliates of a Patent Challenge. 6.5.2 Licensee shall include in each sublicense agreement entered into with a Sublicensee a right of Licensee to terminate such sublicense agreement if such Sublicensee commences a Patent Challenge; and Licensee shall terminate the sublicense agreement, effective immediately upon written notice to the Sublicensee, if the Sublicensee commences a Patent Challenge. In addition, if the Sublicensee’s commencement of a Patent Challenge gives Licensor’s licensor a right of termination under the Penn Agreement and such licensor threatens to terminate the Penn Agreement, then, upon receipt of notice to such effect, Licensor may terminate this Agreement, effective immediately upon written notice to Licensee, if the Sublicensee commences a Patent Challenge. 6.5.3 For purposes of this Section 6.5, “Patent Challenge” means any action against Licensor or the University of Pennsylvania or SmithKline Xxxxxxx Corporation (or their successors under the Existing Licenses), including an action for declaratory judgment, to declare or render invalid or unenforceable the Licensed Patents, or any claim thereof.

  • Challenges The Experts may be challenged by either Party if circumstances exist that give rise to justifiable doubts as to any of their impartiality or independence. In such circumstances the challenge shall be brought by written notice to the ICC copied to the other Party within fourteen (14) calendar days of the appointment of the relevant Expert or within fourteen (14) calendar days of the challenging Party becoming aware of the circumstances giving rise to the challenge. Unless the challenged Expert withdraws. or whichever of the Parties that has not brought the challenge agrees to the challenge, within fourteen (14) calendar days of the challenge, the ICC shall decide the challenge and, if appropriate, shall appoint a replacement Expert in accordance with the criteria set out herein.

  • No Challenges In no event shall any Secured Party take any action to challenge, contest or dispute the validity, extent, enforceability, or priority of the Collateral Agent’s Liens hereunder or under any other Security Document with respect to any of the Collateral, or that would have the effect of invalidating any such Lien or support any Person who takes any such action. Each of the Secured Parties agrees that it will not take any action to challenge, contest or dispute the validity, enforceability or secured status of any other Secured Party’s claims against any Obligor (other than any such claim resulting from a breach of this Agreement by a Secured Party, or any challenge, contest or dispute alleging arithmetical error in the determination of a claim), or that would have the effect of invalidating any such claim, or support any Person who takes any such action.

  • Challenge If Executive violates or challenges the enforceability of any provisions of the Restrictive Covenants or this Release, no further payments, rights or benefits under Section 5 of the Agreement will be due to Executive (except where such provision would be prohibited by applicable law, rule or regulation).

  • Infringement (a) For Xxxxxx Products, only, and subject to the limitations of liability stated in Section 13, Xxxxxx agrees to: (1) defend any suit or proceeding against Customer, insofar as it is based on a claim or action by third parties alleging that a Xxxxxx Product delivered to Customer directly infringes a U.S. trademark, copyright, mask works right or patent of a third party, and (2) pay all damages and costs, including legal fees, which may be assessed against Customer in such action that are attributable to such claim; provided, however, that Customer shall give Xxxxxx prompt notice, in writing, of all such claims or actions instituted against it, and an opportunity to elect to take over, settle or defend the same through counsel of Xxxxxx’ own choice and under Xxxxxx’ sole discretion and at Xxxxxx’ own expense, and will make available to Xxxxxx in the event of such election, all defenses against such claims or actions, known or available to Customer. If a Xxxxxx Product become (or in Xxxxxx’ reasonable opinion is likely to become) the subject of any such action or claim, Xxxxxx shall, at its option and expense, pursue one or more of the following options: (i) Procure for Customer the right to continue using such Xxxxxx Product; or (ii) Replace or modify such Xxxxxx Product so that it becomes non-infringing while providing equivalent performance; or (iii) Grant a refund for the payments made by Customer to Xxxxxx for all units of such Xxxxxx Product then in Customer’s possession (upon Xxxxxx’ receipt of such units within ninety (90) days after notifying Customer of the granting of such refund), and terminate this Agreement with respect to such Xxxxxx Product. Notwithstanding the above, Xxxxxx shall not be obligated to indemnify or hold harmless Customer if the alleged infringement arises out of : (1) any combination of Xxxxxx Products with products not supplied or approved in writing by Xxxxxx, where such infringement would not have occurred but for such combination; (2) the modification or customization of Xxxxxx Products not performed by Xxxxxx, where such infringement would not have occurred but for such modification or customization; (3) the use of a Xxxxxx Product in an application for which it was not designed or intended, where such infringement would not have occurred but for such use; (4) a claim based on intellectual property rights owned by Customer or any of companies controlled by, controlling or under common control with Customer; or (5) where the Xxxxxx Products were designed by Xxxxxx to Customer’s specification. Contributory infringement is specifically excluded from this indemnity. (a) states Customer’s sole and exclusive remedy in the event that a Xxxxxx Product infringes on the intellectual property right of any third party. (b) In the event a claim is based partially on an indemnified claim described in Article 11(a) above and partially on a non-indemnified claim , any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the parties in accordance with the degree of cause attributable to each party. (c) Obligations related to Third Party Products are expressly excluded from Xxxxxx’ obligations to Customer under this Section 11.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!