Patent Invalidity Suit. If a declaratory judgment action is brought naming Company as a defendant and alleging invalidity of any of the PATENT RIGHTS, JHU may elect to take over the sole defense of the action at its own expense. Company shall cooperate fully with JHU in connection with any such action.
Patent Invalidity Suit. If a declaratory judgment action is brought naming [***] as a defendant and alleging invalidity of any of [***].
Patent Invalidity Suit. LICENSEE shall defend at LICENSEE's expense a declaratory judgment or other action brought by a third party naming LICENSEE or JHU as a defendant and alleging invalidity of any of the PATENT RIGHTS. JHU in its discretion may elect to take over the sole defense of the action at its own expense, in which case LICENSEE shall cooperate fully with JHU in connection with any such action.
Patent Invalidity Suit. Licensee shall defend at Licensee’s expense any declaratory judgment or other action brought by a Third Party naming Licensee or APL, or their respective Affiliates, as a defendant and alleging invalidity of any APL IP licensed under Section 2.1; provided, however, Licensee shall not defend such action to the extent that such action resulted from the gross negligence or willful misconduct of such APL Indemnitee or material breach of this Agreement by APL; and , and provided further that APL notifies Licensee promptly of any such lawsuit, claim, demand or other action. APL in its discretion may elect to solely defend any such action at its own expense, in which case Licensee shall cooperate fully with APL in connection therewith.
Patent Invalidity Suit. If a declaratory judgment action is brought naming COMPANY as a defendant and alleging invalidity of any of the PATENT RIGHTS, LICENSOR may elect to take over the sole defense of the action at its own expense. COMPANY shall cooperate fully with LICENSOR in connection with any such action. LICENSOR shall give careful consideration to the views of COMPANY and to potential effects on COMPANY’S interests under this Agreement in any such defense and thereafter shall at all times keep COMPANY informed as to the status thereof, as long as COMPANY is licensed under said patents.
Patent Invalidity Suit. If a declaratory judgement action is brought naming Company as a defendant and alleging invalidity of any of the PATENT RIGHTS, JHU may elect to take over the sole defense of the action at its own expense. Company shall cooperate fully with JHU in connection with any such action. In the event that all applicable claims of a patent or patent application included within the PATENT RIGHTS under which Company is selling or actively developing a LICENSED PRODUCT or LICENSED SERVICE shall be held invalid or not infringed by the LICENSED PRODUCTS or LICENSED SERVICE that Company is selling or actively developing, by a court of competent jurisdiction in a given country, whether or not there is a conflicting decision by another court of competent jurisdiction in such country, Company may cease all royalty payments on its, its AFFILIATES’ or its SUBLICENSEES’ sales of such LICENSED PRODUCT covered by such claims and, if it does so, shall deposit such royalty payments in an interest-bearing escrow account until such judgment is finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher dignity in such country or is otherwise unappealable or is unappealed within the time allowed therefor; provided, however, that if such judgment is finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher dignity in such country, the former royalty payments shall be resumed and the royalty payments not theretofore made and interest earned thereon shall become due and payable to JHU.
Patent Invalidity Suit. Mayne Pharma shall have the first right to defend any declaratory judgment action or similar proceeding (including post grant review before any patent office or inter partes review before the Patent Trial and Appeal Board of the USPTO) alleging invalidity of any of the PATENT RIGHTS within LICENSED FIELD in the TERRITORY. Subject to Paragraph 4.5A, *** will pay all reasonable costs and expenses (including reasonable attorney fees for litigation and opinion) incurred by *** in connection with such defense. HPPI acknowledges and agrees that no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld. Should HPPI seek the first right to defend any declaratory judgment action or similar proceeding (including post grant review before any patent office or inter partes review before the Patent Trial and Appeal Board of the USPTO) alleging invalidity of any of the PATENT RIGHTS within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who will seek the consent of JHU (which consent HPPI acknowledges may be withheld or granted subject to conditions by JHU acting in its discretion).
Patent Invalidity Suit. Licensee shall defend at Licensee’s expense any declaratory judgment or other action brought by a Third Party naming Licensee or APL, or their respective Affiliates, as a defendant and alleging invalidity of any APL IP licensed under Section 2.1. APL in its discretion may elect to solely defend any such action at its own expense, in which case Licensee shall cooperate fully with APL in connection therewith.
Patent Invalidity Suit. If a declaratory judgment action is brought naming Company as a defendant and alleging invalidity of any of the PATENT RIGHTS, Company shall have the first right, but not the obligation, to assume responsibility for the defense of the action at its own expense. SDRMI shall cooperate fully with Company in connection with any such action. If Company does not elect to assume responsibility for the defense of such action, SDRMI shall have the right, but not the obligation, to assume responsibility for the defense of such action. In such event, Company shall cooperate fully with SDRMI in connection with any such action.
Patent Invalidity Suit. Mayne Pharma shall have the first right to defend any declaratory judgment action or similar proceeding (including post grant review before any patent office or inter partes review before the Patent Trial and Appeal Board of the USPTO) alleging invalidity of any of the PATENT RIGHTS where such action or similar proceeding is brought by a party primarily seeking to compete within LICENSED FIELD in the TERRITORY. Subject to Paragraph 4.5A, *** will pay all reasonable costs and expenses (including reasonable attorney fees for litigation and opinion) incurred by *** in connection with such defense. INTI acknowledges and agrees that no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld. Should INTI seek the first right to defend any declaratory judgment action or similar proceeding (including post grant review before any patent office or inter partes review before the Patent Trial and Appeal Board of the USPTO) alleging invalidity of any of the PATENT RIGHTS within LICENSED FIELD in the TERRITORY, then it shall notify Mayne Pharma who, if it consents, will seek the consent of JHU (which consent INTI acknowledges may be withheld or granted subject to conditions by Mayne Pharma or JHU (as applicable) acting in its discretion). If it is not clear whether a party is primarily seeking to compete within LICENSED FIELD or outside the LICENSED FIELD in the TERRITORY, then JHU may elect to take over the sole defense of the action at its own expense. INTI and Mayne Pharma shall cooperate fully with JHU in connection with any such action at JHU’s expense.
