Pre-Challenge Requirements. Licensee will provide written notice to TSRI at least [***] prior to Licensee directly or indirectly initiating a Challenge in or before any court or patent office. Licensee will include with such written notice [***] to enable the parties to attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. Verastem will provide written notice to Poniard at least [**] days prior to instituting a legal action that alleges that an issued patent included in the Licensed Patent Rights is invalid or unenforceable or by which it provokes interferences with a patent application included in the Licensed Patent Rights. Verastem will include with such written notice a list of all prior art and a description of the other facts and arguments that supports its contention that such patent is invalid or unenforceable, or such patent application does not contain patentable subject matter and should not issue, to enable the Parties to attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. In the event Licensee intends to institute a Challenge, Licensee will first provide written notice (the “Challenge Notice”) to TSRI thereof for the purpose of allowing the parties to reach an amicable resolution. Licensee will include with such Challenge Notice [***]. As soon as practical after delivery of the Challenge Notice, Licensee and TSRI shall meet and with reasonable diligence and in good faith attempt to negotiate a resolution to the issues underlying such Challenge. Licensee and TSRI shall use reasonable efforts to undertake such negotiations for a period of time not exceeding [***] after the delivery by Licensee of the Challenge Notice. Licensee and TSRI shall in good faith provide each other with sufficient information and documentation, subject to each party’s obligations of confidentiality to third parties, reasonably necessary to resolve such issues pursuant to this Section 9.2(e). If the parties fail to reach a mutually agreeable resolution within such [***] period, subject to provisions of this Agreement, Licensee may proceed with such Challenge. TSRI may not, for a period of [***] following the expiration of the [***] negotiation period, initiate the same or substantially similar proceeding that was the subject of the Challenge Notice with respect to the patent applications or patents within the Licensed Patent Right that were the subject of such Challenge Notice. Nothing herein shall prevent TSRI from engaging in (i) interactions with the US Patent and Trademark office, or its foreign equivalents, in the ordinary course of prosecuting and maintaining such patent applications and patents (including, without limitation, preparing, filing and prosecuting new patent applications), and (ii) proceedings or suits involving such patent applications or patents that were contemplated prior to the delivery of the Challenge Notice, as documented by written evidence; provided, however, that in the preparation or prosecution of any such proceeding or suit, TSRI cannot use or reference any information provided by Licensee to TSRI pursuant to this Section 9.2(e), except to the extent necessary to comply with TSRI’s disclosure obligations to the US Patent and Trademark office or its foreign equivalents.
Pre-Challenge Requirements. Licensee will provide prior written notice to TSRI of Licensee’s intention to institute or make any Challenge and shall not institute or make such Challenge without complying with this Section 3.12. Within 30 days after the date of such notice, the Parties shall meet in person or by telephone or videoconference to discuss Licensee’s basis for such Challenge and to attempt in good faith to reach mutual agreement regarding such matter, and Licensee agrees not to institute such Challenge for at least 90 days after the date of such notice. During such 90-day period, the Parties will discuss relevant prior art and other facts supporting Licensee’s contention that the Licensed Patent Rights are invalid or unenforceable. After expiration of such 90-day period, Licensee may institute such Challenge.
Pre-Challenge Requirements. Except to the extent any defenses, counterclaims, countersuits, or responses brought by Toyama or a Sublicensee solely in response to a legal proceeding filed by [*] with respect to any [*] must, as a result of any legally-imposed time limitation, be brought or filed within a period less than [*] Calendar Days following the filing of such a proceeding by [*], in which case all [*] Calendar Days time periods referenced below shall instead be equal to [*] Calendar Days fewer than the number of Calendar Days within which Toyama or a Sublicensee is required to respond to such proceeding (i.e., if a response to a proceeding filed by Scripps is required within [*] Calendar Days thereof, all [*] Calendar Days periods set forth below shall instead be [*] Calendar Days), Toyama will provide written notice to Cempra [*] at least [*] Calendar Days prior to Toyama or, to the extent known to Toyama, a Sublicensee instituting or making any Challenges, and Toyama agrees that (i) neither Toyama nor any Sublicensee will institute such Challenge for at least [*] Calendar Days after the date of such notice, and (ii) it will use commercially reasonable efforts to ensure that Sublicensees do not institute a Challenge for at least [*] Calendar Days after the date of such notice. Toyama will include with such written notice a list of all prior art and a description of the other facts and arguments that support its contention that any of the [*] are invalid or unenforceable, provided that such obligation shall apply with respect to any Challenge initiated by or on behalf of any Sublicensee only to the extent such information is in the possession of Toyama or can be reasonably obtained by Toyama from such challenging Sublicensee. During such [*] Calendar Days period, the Parties will discuss the same with Scripps and attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. Licensee will provide written notice to TSRI at least one hundred eighty (180) days prior to instituting or making any Challenges. Licensee will include with such written notice a list of all prior art and a description of the other facts and arguments that supports its contention that any of the Licensed Patent Rights are invalid or unenforceable to enable the parties to attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. Licensee will provide written notice to TSRI at least [**] days prior to instituting a legal action that alleges that an issued patent included in the Licensed Patent Rights is invalid or unenforceable or by which it provokes interferences with a patent application included in the Licensed Patent Rights. Licensee will include with such written notice a list of all prior art and a description of the other facts and arguments that supports its contention that such patent is invalid or unenforceable, or such patent application does not contain patentable subject matter and should not issue, to enable the parties to attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. Licensee will provide written notice to USC at least one hundred eighty (180) days prior to Licensee or a Sublicensee (other than OEP) instituting or making any Challenges, and Licensee agrees that the challenging party (other than OEP) will not institute such Challenge for at least one hundred eighty (180) days after the date of such notice. Licensee will include with such written notice a list of all prior art and a description of the other facts and arguments that support its contention that any of the Licensed Patents are invalid or unenforceable. During such one hundred eighty (180) day period, the parties will discuss the same and attempt in good faith to mutually resolve such issues.
Pre-Challenge Requirements. Licensee will provide written notice to TSRI at least one hundred eighty (180) days prior to Licensee or a Sublicensee instituting or making any Challenges, and Licensee agrees that the challenging party will not institute such Challenge for at least one hundred eighty (180) days after the date of such notice. Licensee will include with such written notice a list of all prior art and a description of the other facts and arguments that support its contention that any of the Licensed Patent Rights are invalid or unenforceable. During such one hundred eighty (180) day period, the parties will discuss the same and attempt in good faith to mutually resolve such issues.
