Common use of Licensee Challenges Clause in Contracts

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.

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 [***]; HMI | Co-Exclusive License | A B4573824.12 -18- 7/20/2016 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.. Confidential Treatment Requested by Homology Medicines, Inc. (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.