Common use of Patent Invalidity Claim Clause in Contracts

Patent Invalidity Claim. (a) If a Third Party at any time asserts a claim that any Licensed Patent Right is invalid or otherwise unenforceable (“Invalidity Claim”), whether as a defense in an infringement action brought by SANOFI-AVENTIS or MERRIMACK pursuant to Section 9.3 or in an action brought against SANOFI-AVENTIS or MERRIMACK under Section 9.4, including any declaratory judgment action, the Parties shall cooperate with each other in preparing and formulating a response to such Invalidity Claim. Neither Party shall settle or compromise any Invalidity Claim without the consent of the other Party, which consent shall not be unreasonably withheld.

Patent Invalidity Claim. (a) If a Third Party at any time asserts a claim that any Licensed Patent Right is invalid or otherwise unenforceable (“Invalidity Claim”), whether as a defense in an infringement action brought by SANOFI-AVENTIS Ipsen or MERRIMACK Lexicon pursuant to Section 9.3 or in an action brought against SANOFI-AVENTIS or MERRIMACK under Section 9.4, including any declaratory judgment actionaction or otherwise, the Parties shall cooperate with each other in preparing and formulating a response to such Invalidity Claim. Neither Party shall settle or compromise any Invalidity Claim without the consent of the other Party, which consent shall not be unreasonably withheld.

Patent Invalidity Claim. (a) If a Third Party third party at any time asserts a claim that any Licensed Patent Right is invalid or otherwise unenforceable (“an "Invalidity Claim”"), whether as a defense in an infringement action brought by SANOFI-AVENTIS Licensee or MERRIMACK Licensor pursuant to Section 9.3 6.3 or in an action brought against SANOFI-AVENTIS Licensee or MERRIMACK Licensor under Section 9.4, including any declaratory judgment action6.4, the Parties parties shall cooperate with each other in preparing and formulating a response to such Invalidity Claim. Neither Party party shall settle or compromise any Invalidity Claim without the consent of the other Partyparty, which consent shall not be unreasonably withheld.

Patent Invalidity Claim. (a) If a Third Party at any time asserts a claim that any Licensed Patent Right is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by SANOFI-AVENTIS or MERRIMACK Licensor pursuant to Section 9.3 3.2 or in an action brought against SANOFI-AVENTIS or MERRIMACK under Section 9.4, including any declaratory judgment actionotherwise, the Parties shall cooperate with each other in preparing and formulating a response to such Invalidity Claim. Neither Party Licensor shall have the sole right (but not the obligation), at its expense and in its sole and absolute discretion, to settle or compromise any such Invalidity Claim without the consent of the other Party, which consent shall not be unreasonably withheldClaim.