Termination for Patent Challenges. Except to the extent the following is unenforceable under the Applicable Law of a jurisdiction, then:
12.4.1 if Lilly, its Affiliates, or Sublicensees, directly or indirectly: (a) initiate or request an interference or opposition proceeding with respect to any Avidity Patents; (b) make, file, or maintain any claim, demand, lawsuit, or cause of action to challenge the validity or enforceability of any Avidity Patents; or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Avidity-Controlled Patent, in each case other than in response to a threat of an infringement claim or as necessary to secure allowance of an Avidity-owned patent claim, then Avidity may terminate this Agreement solely with respect to the challenged Avidity Patent(s) with respect to any Programs or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to Lilly; and
12.4.2 if Avidity, its Affiliates, or Sublicensees, directly or indirectly, (a) initiate or request an interference or opposition proceeding with respect to any Lilly Patents, (b) make, file, or maintain any claim, demand, lawsuit, or cause of action to challenge the validity or enforceability of any Lilly Patents, or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Lilly Patents, in each case other than in response to a threat of an infringement claim or as necessary to secure allowance of a Lilly-owned patent claim, then Lilly may terminate this Agreement with respect to the challenged Lilly Patent(s) with respect to any Programs or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to Avidity.
Termination for Patent Challenges. Either Party shall have the right to terminate this Jounce Lead Co-Co Agreement solely on a Co-Co Product-by-Co-Co Product basis upon written notice in accordance with Section 12.2 of the Master Collaboration Agreement if the other Party or any Affiliate challenges the validity, scope or enforceability of or otherwise opposes any Patent (a) included in the Jounce Co-Co IP and that is licensed to Celgene CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. under this Jounce Lead Co-Co Agreement, or (b) included in the Celgene Patents that is licensed to Jounce under this Jounce Lead Co-Co Agreement (other than in either case as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law, request or order) it being understood and agreed that either Party’s right to terminate this Jounce Lead Co-Co Agreement under this Section 8.5 shall not apply to any actions undertaken by an Affiliate of the other Party (the “Challenging Party”) that first becomes such an Affiliate as a result of a Business Combination involving the Challenging Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Business Combination; provided that a Party’s right to terminate this Jounce Lead Co-Co Agreement under this Section 8.5 shall apply to actions undertaken by such new Affiliate if the Challenging Party is the acquiror in such Business Combination and such new Affiliate does not terminate or otherwise cease such challenge or opposition within [***] after the effective date of such Business Combination. For the avoidance of doubt, an action by a Party or any Affiliate (collectively the “Prosecuting Party”) in accordance with this Jounce Lead Co-Co Agreement and the Master Collaboration Agreement to amend claims within a pending patent application of the other Party during the course of the Prosecuting Party’s Prosecution and Maintenance of such pending patent application or in defense of a Third Party proceeding, or to make a negative determination of patentability of claims of a patent application of the other Party or to abandon a patent appl...
Termination for Patent Challenges. If, during the term of this Agreement, AntriaBio or any of its Affiliates or sublicensees (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of XOMA’s or its Affiliates’ patents or patent applications that are licensed to AntriaBio under this Agreement or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of XOMA’s or its Affiliates’ patents or patent applications that are licensed to AntriaBio under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by applicable laws, XOMA shall have the right, in its sole discretion, to give notice to AntriaBio that XOMA may terminate the license(s) granted to AntriaBio under such patents and applications pursuant to this Agreement thirty (30) days days following such notice, and, unless AntriaBio withdraws or causes to be withdrawn all such Patent Challenge(s) within such thirty (30) day period, XOMA shall have the right to terminate the licenses granted to AntriaBio under such patents and applications pursuant to this Agreement by providing written notice thereof to AntriaBio.
Termination for Patent Challenges. To the extent permitted under Applicable Law, Precision shall have the right to terminate this Agreement upon written notice to TGTX if TGTX or any of its Affiliates or Sublicensees, directly, or indirectly through any Third Party challenges the validity of any Patents Controlled by Precision, including commencing any pre-grant or post-grant action, interference or opposition proceeding with respect to, challenging the patentability, validity or enforceability of, or opposing any extension of or the grant of a Patent Term Adjustment or Extension or supplementary protection certificate with respect to, the Licensed Product in the Territory. Notwithstanding the forgoing, (a) Precision will not have any right to terminate this Agreement pursuant to this Section 13.2.4 on the basis of that act if, within [***] after TGTX’s receipt of written notice from Precision, (i) the challenging party permanently withdraws its challenge with respect to any challenge made by a Sublicensee or (ii) TGTX terminates the applicable sublicense agreement; and (b) this Section 13.2.4 shall not apply to any challenge that (i) is required under a court order or subpoena or (ii) is asserted as a defense against a claim, action or proceeding asserted directly or indirectly by Precision or its Affiliates against TGTX, its Affiliates, or any Sublicensee with respect to Exploitation of the Licensed Product in the Licensed Field.
Termination for Patent Challenges. BLS shall have the right to terminate any or all licenses granted by BLS (or its Affiliates) to ACADIA under this Agreement in respect of any BLS Patent other than BLS Patents that are generated by or on behalf of BLS or its Affiliates during the Term in conducting activities pursuant to this Agreement immediately upon written notice to ACADIA if ACADIA or any of its Affiliates or Permitted Licensees directly, or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any BLS Patent under which ACADIA obtains a license from BLS pursuant to this Agreement other than BLS Patents that are generated by or on behalf of BLS or its Affiliates during the Term in conducting activities pursuant to the Agreement.
Termination for Patent Challenges. If Celgene or any of its Affiliates directly or indirectly makes, files or maintains any claim, demand, lawsuit or cause of action to challenge the validity or enforceability of any Forma IP (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order), Forma Inc. may terminate this Agreement immediately upon written notice to Celgene with respect to such Forma IP; it being understood and agreed that Forma Inc.’s right to terminate this Agreement under this Section 10.4 shall not apply to any Affiliate of such Party that first becomes an Affiliate of such Party as a result of or after the date of a Business Combination involving such Party, where such new Affiliate was undertaking any of the activities described in the foregoing clause prior to such Business Combination. For the avoidance of doubt, an action by Celgene in accordance with ARTICLE 6 to amend claims within a pending patent application of the Forma IP during the course of Celgene’s Prosecution and Maintenance of such pending patent application or in defense of a Third Party proceeding shall not constitute a challenge under this Section 10.4.
Termination for Patent Challenges. 12.4.1 If GSK or any of its Affiliates or Sublicensees:
(a) commences or otherwise voluntarily determines to participate in (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order) any action or proceeding (including any patent opposition or re-examination proceeding), challenging or denying the validity of any EPIZYME Patent, EPIZYME Diagnostic Patent, Collaboration Patent Controlled by EPIZYME, or Joint Patent, in each case that is exclusively licensed to GSK hereunder, or any claim of any of the foregoing; or
(b) actively assists any other Person (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order) in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity of any of such Patents, in each case that are licensed exclusively to GSK hereunder, or any claim thereof (each activity under the foregoing clause (a) or (b), a “GSK Patent Challenge”); then EPIZYME shall have the right to terminate this Agreement with respect to the Selected Target(s) to which the GSK Patent Challenge relates (and all Licensed Compounds and Licensed Products directed to such Selected Target(s), and all related Diagnostic Products), upon thirty (30) days’ written notice to GSK; provided however that, EPIZYME’s right to terminate this Agreement under this Section 12.4 shall not apply to any Affiliate of GSK that first becomes an Affiliate of GSK after the Effective Date of this Agreement in connection with a merger or acquisition event, where such Affiliate of GSK was undertaking activities in connection with a GSK Patent Challenge prior to such merger or acquisition event; provided however that GSK causes such GSK Patent Challenge to terminate within [**] days after such merger or acquisition event. For the avoidance of doubt, an action by GSK in accordance with Article 8 to amend claims within a pending patent application of EPIZYME during the course of GSK’s Prosecution of such pending patent application or in defense of a Third Party opposition shall not constitute a challenge under this Section 12.4.
12.4.2 If EPIZYME or any of its Affiliates or Sublicensees:
(a) commences or otherwise voluntarily determines to participate in (other than as may...
Termination for Patent Challenges. OncoMed shall have the right to terminate this Co-Co Agreement upon written notice if Celgene or any Affiliate (as defined in Section 1.3(a) of the Master Collaboration Agreement) challenges the validity, scope or enforceability of or otherwise opposes any Patent included in the OncoMed Co-Co IP or the OncoMed Platform Technology that is licensed to Celgene under this Co-Co Agreement (other than as may be necessary or reasonably required to [***]; it being understood and agreed that OncoMed’s right to terminate this Co-Co Agreement under this Section 10.4 shall not apply to [***]; provided that OncoMed’s right to terminate this Co-Co Agreement under this Section 10.4 shall apply to such [***]. If a Sublicensee of Celgene challenges the validity, scope or enforceability of or otherwise opposes any Patent included in the OncoMed Co-Co IP or the OncoMed Platform Technology under which such Sublicensee is sublicensed, then Celgene shall, upon written notice from OncoMed, terminate such sublicense. For the avoidance of doubt, an action [***], shall not constitute a challenge under this Section 10.4. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Termination for Patent Challenges. Licensee shall have the right to terminate this Agreement immediately upon written notice to Verenium if Verenium or any of its Affiliates directly, or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any Patent Rights within the Purchased IP. Verenium shall have the right to terminate this Agreement immediately upon written notice to Licensee if Licensee or any of its Affiliates directly, or indirectly through any Third Party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any Patent Rights within the Verenium Licensed IP.
Termination for Patent Challenges. Licensor shall have the right to immediately terminate this Agreement, without requirement notification of default, in the event that Licensee challenges, directly or indirectly, whether as a claim, a cross-claim, counterclaim, or defense, the validity, patentability or enforceability of any of the Licensed Patents before any court, arbitrator, or other tribunal or administrative agency in any jurisdiction. The parties acknowledge that the re-examination proceedings shall not be considered a challenge of the Licensed Patents.
