Common use of Patent Challenge Clause in Contracts

Patent Challenge. Advaxis will be permitted to terminate this Agreement by written notice effective upon receipt if Licensee or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate), directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Patent Rights (each such action, a “Patent Challenge”). Licensee will include provisions in all agreements granting sublicenses of Licensee’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Patent Rights under which the sublicensee is sublicensed, Licensee will be permitted to terminate such sublicense agreement. If a sublicensee of Licensee (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Patent Right under which such sublicensee is sublicensed, then Licensee upon receipt of notice from Advaxis of such Patent Challenge will terminate the applicable sublicense agreement. If Licensee fails to so terminate such sublicense agreement, Advaxis may terminate Licensee’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in such countr(ies) shall automatically terminate. In connection with such sublicense termination, Licensee shall cooperate with Advaxis’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies).

Patent Challenge. Advaxis NexMed will be permitted to terminate this Agreement by written notice effective upon receipt if Licensee Warner or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability ofof (other than in defense of an action for infringement of a Patent Controlled by Warner), or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Licensed Patent Rights Right (each such action, a “Patent Challenge”). Licensee Warner will include provisions in all agreements granting sublicenses of LicenseeWarner’s rights hereunder providing that if the sublicensee Sublicensee or its Affiliates undertake a Patent Challenge with respect to any NexMed Patent Rights under which the sublicensee is sublicensed, Licensee Warner will be permitted to terminate such sublicense agreement. If a sublicensee of Licensee Warner (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Licensed Patent Right under which such sublicensee Sublicensee is sublicensed, then Licensee Warner upon receipt of notice from Advaxis NexMed of such Patent Challenge will terminate the applicable sublicense agreement. If Licensee Warner fails to so terminate such sublicense agreement, Advaxis NexMed may terminate LicenseeWarner’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in to such countr(ies) sublicensee shall automatically terminate. In connection with such sublicense termination, Licensee Warner shall cooperate with AdvaxisNexMed’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies)Licensed Product.

Patent Challenge. Advaxis NexMed will be permitted to terminate this Agreement by written notice effective upon receipt if Licensee Warner or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability ofof (other than in defense of an action for infringement of a Patent Controlled by Warner), or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Licensed Patent Rights (each such action, a “Patent Challenge”). Licensee Warner will include provisions in all agreements granting sublicenses of LicenseeWarner’s rights hereunder providing that if the sublicensee Sublicensee or its Affiliates undertake a Patent Challenge with respect to any Licensed Patent Rights under which the sublicensee is sublicensed, Licensee Warner will be permitted to terminate such sublicense agreement. If a sublicensee of Licensee Warner (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Licensed Patent Right under which such sublicensee Sublicensee is sublicensed, then Licensee Warner upon receipt of notice from Advaxis NexMed of such Patent Challenge will terminate the applicable sublicense agreement. If Licensee Warner fails to so terminate such sublicense agreement, Advaxis NexMed may terminate LicenseeWarner’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in to such countr(ies) sublicensee shall automatically terminate. In connection with such sublicense termination, Licensee Warner shall cooperate with AdvaxisNexMed’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies)Licensed Product.

Patent Challenge. Advaxis Acura will be permitted to terminate this Agreement by written notice effective upon receipt if Licensee King or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate), directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). Licensee King will include provisions in all agreements granting sublicenses of LicenseeKing’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Patent Rights under which the sublicensee is sublicensed, Licensee King will be permitted to terminate such sublicense agreement. If a sublicensee of Licensee King (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Patent Right under which such sublicensee is sublicensed, then Licensee King upon receipt of notice from Advaxis Acura of such Patent Challenge will terminate the applicable sublicense agreement. If Licensee King fails to so terminate such sublicense agreement, Advaxis Acura may terminate LicenseeKing’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in such [*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been separated filed with the Commission.] countr(ies) shall automatically terminate. In connection with such sublicense termination, Licensee King shall cooperate with AdvaxisAcura’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies).

Patent Challenge. Advaxis Acura will be permitted to terminate this Agreement by written notice effective upon receipt if Licensee King or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate), directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, any Aversion Patent Rights (each such action, a “Patent Challenge”). Licensee King will include provisions in all agreements granting sublicenses of LicenseeKing’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Aversion Patent Rights under which the sublicensee is sublicensed, Licensee King will be permitted to terminate such sublicense agreement. If a sublicensee of Licensee King (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Aversion Patent Right under which such sublicensee is sublicensed, then Licensee King upon receipt of notice from Advaxis Acura of such Patent Challenge will terminate the applicable sublicense agreement. If Licensee King fails to so terminate such sublicense agreement, Advaxis Acura may terminate LicenseeKing’s right to sublicense in the countr(ies) covered by such sublicense agreement and any sublicenses previously granted in such countr(ies) shall automatically terminate. In connection with such sublicense termination, Licensee King shall cooperate with AdvaxisAcura’s reasonable requests to cause such a terminated sublicensee to discontinue activities with respect to the Product in such countr(ies). [***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been separately filed with the Commission.]

Patent Challenge. Advaxis will Pfizer and its Affiliates hereby covenant and agree not to, directly or indirectly, commence or maintain any opposition proceeding, challenge the validity or enforceability of, or, without limiting Pfizer’s rights under Section 13.5, oppose any extension of or the grant of a supplementary protection certificate, with respect to any Adolor Patent Rights, or with respect to Adolor Patent Rights contained on Schedule 1.8 as of the Effective Date, actively participate in any interference proceeding (each such action, a “Patent Challenge”). Except to the extent the following is unenforceable under the Law of a particular Country where a patent application within the Adolor Patent Rights is pending or a patent within the Adolor Patent Rights is issued, Adolor shall be permitted to terminate this Agreement by written notice effective upon receipt if Licensee Pfizer or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, maintain any Patent Rights (each such action, a “Patent Challenge”). Licensee will Pfizer shall include provisions in all agreements granting sublicenses of LicenseePfizer’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Adolor Patent Rights under which the sublicensee is sublicensed, Licensee will Pfizer shall be permitted to terminate such sublicense agreementagreement in its entirety. If a sublicensee of Licensee Pfizer (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Adolor Patent Right under which such sublicensee is sublicensed, then Licensee Pfizer upon receipt of notice from Advaxis Adolor of such Patent Challenge will may terminate the applicable sublicense agreementagreement in its entirety. If Licensee Pfizer fails to so terminate such sublicense agreement, Advaxis may Adolor shall terminate Licensee’s right all licensed rights granted to sublicense in the countr(ies) Pfizer covered by such sublicense agreement and any sublicenses previously granted in such countr(iesCountry(ies) shall automatically terminate. In connection with such sublicense termination, Licensee Pfizer shall cooperate with AdvaxisAdolor’s reasonable requests to cause such a terminated sublicensee to discontinue all activities with respect to the Product in under such countr(ies)sublicense agreement.

Patent Challenge. Advaxis will Yakult and its Affiliates hereby covenant and agree not to, directly or indirectly, commence or maintain any opposition proceeding, challenge the validity or enforceability of, or, without limiting Yakult’s rights under Section 7.5, oppose any extension of or the grant of a supplementary protection certificate, with respect to any Celsion Patent Rights, actively participate in any interference proceeding (each such action, a “Patent Challenge”). To the extent the foregoing is unenforceable under the Law of a particular Country where a patent application within the Celsion Patent Rights is pending or a patent within the Celsion Patent Rights is issued, (a) Yakult and its Affiliates shall provide at least [ * ] notice to Celsion before challenging the validity of any Celsion Patent Right and (b) Celsion shall be permitted to terminate this Agreement by written notice effective upon receipt if Licensee Yakult or its Affiliates (other than an Affiliate conducting such action prior to a Change of Control of such Affiliate)* Material has been omitted and filed separately with the Commission. directly, directly or indirectly through assistance granted to a Third Party, commence any interference or opposition proceeding, challenge the validity or enforceability of, or oppose any extension of or the grant of a supplementary protection certificate with respect to, maintain any Patent Rights (each such action, a “Patent Challenge”). Licensee will Yakult shall include provisions in all agreements granting sublicenses of LicenseeYakult’s rights hereunder providing that if the sublicensee or its Affiliates undertake a Patent Challenge with respect to any Celsion Patent Rights Right under which the sublicensee is sublicensed, Licensee will Yakult shall be permitted to terminate such sublicense agreementagreement in its entirety. If a sublicensee of Licensee Yakult (or an Affiliate of such sublicensee) undertakes a Patent Challenge of any such Celsion Patent Right under which such sublicensee is sublicensed, then Licensee Yakult upon receipt of notice from Advaxis Celsion of such Patent Challenge will may terminate the applicable sublicense agreementagreement in its entirety. If Licensee Yakult fails to so terminate such sublicense agreement, Advaxis may Celsion shall terminate Licensee’s right all licensed rights granted to sublicense in the countr(ies) Yakult covered by such sublicense agreement and any sublicenses previously granted in such countr(iesCountry(ies) shall automatically terminate. In connection with such sublicense termination, Licensee Yakult shall cooperate with AdvaxisCelsion’s reasonable requests to cause such a terminated sublicensee to discontinue all activities with respect to the Product in under such countr(ies)sublicense agreement.