Termination for Challenge. Bayer shall have the right to terminate this Agreement, effective upon *** written notice to Licensee, in the event that Licensee takes any action, serves any notice, or commences any proceeding seeking to revoke or challenge the validity of any of the Bayer Patents or if Licensee procures or assists a Third Party to take any such action.
Termination for Challenge. In the event Ophthotech, its Affiliates and/or Sublicensees initiates a Challenge or assists a Third Party in initiating a Challenge, Archemix shall have the right to terminate this Agreement, effective immediately upon written notice to Ophthotech.
Termination for Challenge. In the event that Genocea or any of its Affiliates commences any proceeding which seeks to have any of the Isconova Patent Rights revoked or declared invalid, un-patentable, or unenforceable, Isconova may terminate this Agreement immediately upon written notice to Genocea.
Termination for Challenge. If AEON or any of its Affiliates or Sublicensees challenges before a court, tribunal, or government agency the validity, enforceability, scope, or protected status of any of the Licensed Rights, including but not limited to the trade secret status of any trade secret included within the scope of this Agreement, then Medytox may terminate this Agreement after fifteen (15) Business Days of service of written notice to AEON.
Termination for Challenge. Amgen shall have the right to terminate this Agreement should Novartis, its Affiliate or its or their licensee under the Amgen Patents or Amgen Product Trademarks bring or join any challenge to the validity or enforceability of any Amgen Patent or Amgen Product Trademark and Novartis, its Affiliate or its or their licensee has not withdrawn from such challenge within [*] days following receipt of a written notice from Amgen to withdraw. 14.2.4
Termination for Challenge. Except to the extent this Section 8.2(d) is unenforceable under the law of a particular jurisdiction where a patent application within the Licensed Patent Rights is pending or a patent within the Licensed Patent Rights issued, if Lilly or one or more of its Affiliates initiates a Challenge, or induces or assists a Third Party in initiating or prosecuting a Challenge, ImmunoGen shall have the right to terminate this Agreement [***] upon written notice to Lilly.
Termination for Challenge. Either Party will have the right to terminate this Agreement by written notice to the other Party, if such other Party, its Affiliates or licensees bring or join any challenge to the validity or enforceability of (i) if Amgen is the challenging Party, any Know-How or Patents licensed to Amgen pursuant to Section 9.5 (License Grant by GSK) (including GSK Inventions); and (ii) if GSK is the challenging Party, any Ivory Intellectual Property (or any intellectual property corresponding to any such Ivory Intellectual Property outside the Collaboration Scope). Notwithstanding the foregoing, nothing in this Section 14.8 (Termination for Challenge) will either: (i) prevent either Party from asserting any defense or counterclaim in an action for infringement of intellectual property, brought against such Party or its Affiliates, or any Third Party that such Party or any of its Affiliates is obligated to indemnify, or responding in any other manner to such an action for infringement; or (ii) allow a Party to terminate this Agreement in the event the other Party asserts any such defense or counterclaim or otherwise responds in any such action for infringement.
Termination for Challenge. Amgen shall have the right to terminate this Agreement by written notice to Collaborator should Collaborator, its Affiliate or its or their sublicensee bring or join any challenge to the validity or enforceability of any Licensed Amgen Patent or Licensed Amgen Trademark.
Termination for Challenge. Either Party will have the right to terminate this Agreement on a Product-by-Product basis by written notice to the other Party, if such other Party, its Affiliates or licensees bring or join any challenge to the validity or enforceability of (i) if Amgen is the challenging Party, any Partner Intellectual Property or any Program Intellectual Property, in each case as and to the extent such Partner Intellectual Property or Program Intellectual Property applies to the Product in the Collaboration Scope that is the subject of the termination notice; and (ii) if Partner is the challenging Party, any Amgen Intellectual Property (or any intellectual property corresponding to any such Amgen Intellectual Property in the Excluded Territory) or any Program Intellectual Property, in each case as and to the extent such Amgen Intellectual Property or Program Intellectual Property applies to a Product in the Collaboration Scope that is the subject of the termination notice. Notwithstanding the foregoing, nothing in this Section 14.5 (Termination for Challenge) will either: (a) prevent either Party from asserting any defense or counterclaim in an action for infringement of intellectual property, brought against such Party or its Affiliates, or any Third Party that such Party or any of its Affiliates is obligated to indemnify, or responding in any other manner to such an action for infringement; or (b) allow a Party to terminate this Agreement in the event the other Party asserts any such defense or counterclaim or otherwise responds in any such action for infringement.
Termination for Challenge. Except to the extent unenforceable under the Applicable Laws of a particular jurisdiction where a patent application within the applicable Patent Rights is pending or a patent within the applicable Patent Rights is issued, either Party may terminate this Agreement by written notice to the other Party in the event that such other Party or any of its Affiliates or their respective sublicensees Challenges any Patent Rights licensed by such Party to the other Party under this Agreement, including any Patent Rights sublicensed under the Upstream License Agreement, which shall in the case of the Upstream Patent Rights, take effect immediately upon such Challenge, and in the case of all other Patent Rights, if such Challenge is not withdrawn within [***] days of notice thereof, and in the event of a Challenge of such other Patent Rights by a Party’s sublicensee, if such Challenge is not withdrawn within [***] days of notice thereof, then such sublicensee’s license with respect to such Challenged Patent Right shall be terminated by the applicable Party.
