Termination Because of Adverse Patent Impact Sample Clauses

Termination Because of Adverse Patent Impact. Investor may terminate this Agreement if (a) Opthea is prevented, by final and non-appealable judgment of a court of competent jurisdiction, from further Developing or Commercializing the Product in the U.S. or (b) the future value of the Product is materially adversely affected, in the reasonable judgment of Investor, due to (i) Third Party patents that were not publicly disclosed or known to Investor as of the Effective Date that would be infringed by the manufacture, use, sale, offer for sale or import of the Product for the Indication in the U.S. or (ii) the invalidity or unenforceability of any claims of any composition-of-matter Patent within the Product IP covering the Product in the Indication in the U.S. (in either case ((a) or (b)), an “Adverse Patent Impact”), upon written notice to Opthea if Opthea does not cure such Adverse Patent Impact within a period of [***] from the date of Investor’s notice to Opthea of an Adverse Patent Impact. If Investor terminates this Agreement pursuant to this Section 13.4.9 and Opthea has achieved the Success Payment Trigger prior to such termination or elects to continue Development of the Product and achieves the Success Payment Trigger following such termination, then Opthea will remain obligated to pay to Investor any Success Payments that become due and payable pursuant to Article 6 at such time that such payments become due and payable (if ever) pursuant to Article 6, provided that the Fixed Success Payments and the Fixed Return Cap will be adjusted as set forth in Section 6.3 and the Fixed Return Cap will be reduced by the amount of any Change of Control Payment previously paid by Opthea.

Termination Because of Adverse Patent Impact. SFJ may terminate this Agreement if (a) PB is enjoined from further developing or commercializing the Product for the Indication in any of the US, the Designated European Countries or the Designated Asian Countries or (b) the future value of the Product is materially adversely affected due to (i) Third Party patents that were not publicly disclosed or known to SFJ at the Effective Date that would be infringed by the manufacture, use, sale, offer for sale or import of the Product for the Indication in any of the US, the Designated European Countries or the Designated Asian Countries or (ii) invalidity or unenforceability of all Patents within the PB Intellectual Property Covering the Product for the Indication in any of the US, the Designated European Countries or the Designated Asian Countries (in either case ((a) or (b)), “Adverse Patent Impact”), upon written notice to PB if PB does not cure such Adverse Patent Impact within a period of six (6) months from the date of SFJ’s notice to PB of an Adverse Patent Impact. In the event that SFJ terminates this Agreement pursuant to this Section 14.2.9, then in exchange for purchasing the Trial Data Package including the Research Results included therein as set forth in Section 11.1.1.4, PB shall pay to SFJ, within [***] of the date of termination, an amount equal to all Development Costs paid or incurred by SFJ as of the date of termination.

Termination Because of Adverse Patent Impact. Blackstone may terminate this Agreement, solely with respect to Vutrisiran, if Alnylam is enjoined from further Developing or Commercializing Vutrisiran in any of the Major Market Countries based on an allegation that Vutrisiran infringes a patent of a Third Party (an “Adverse Patent Impact”), upon written notice to Alnylam if Alnylam does not cure such Adverse Patent Impact within a period of [***] from the date of Blackstone’s notice to Alnylam of an Adverse Patent Impact. In the event that Blackstone terminates this Agreement pursuant to Section 13.3.7, then Alnylam will pay Blackstone within [***] of the date of termination [***] provided that, Alnylam will remain obligated to pay the Royalty that becomes due and payable pursuant to Section 6.1.1.2 at such time as such Royalties become due and payable (if ever) pursuant to Section 6.1.1.2 (except to the extent that Alnylam has repurchased any such payments pursuant to Section 6.6.2).

Termination Because of Adverse Patent Impact. SFJ may terminate this Agreement if (a) Nektar is prevented, by final and non-appealable judgment of a court of competent jurisdiction, from further developing or commercializing the Product for any of the Indications, (b) the future value of the Product would likely be materially adversely affected due to (i) a final and non-appealable judgment of a court of competent jurisdiction that Third Party patents that were not publicly disclosed or known to SFJ at the Effective Date are infringed by the manufacture, use, sale, offer for sale or import of the Product for any of the Indications (an “Adverse Patent Impact”), (c) SFJ provides written notice to Nektar of such Adverse Patent Impact and (d) Nektar does not cure such Adverse Patent Impact within [***] from the date of SFJ’s notice to Nektar of an Adverse Patent Impact. In the event that SFJ terminates this Agreement pursuant to this Section 13.2.7, then Nektar shall pay to SFJ, within sixty (60) days of the date of termination, an amount equal to all Development Costs paid or incurred by SFJ as of the date of termination.