Common use of Termination for Patent Challenges Clause in Contracts

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. Except to the extent the following is unenforceable under the Applicable Law of a jurisdiction, then: 12.4.1 13.4.1 if Lilly, its Affiliates, or Sublicensees, directly or indirectly: (a) initiate or request an interference or opposition proceeding with respect to any Avidity ProQR Patents; (b) make, file, or maintain any claim, demand, lawsuit, or cause of action to challenge the validity or enforceability of any Avidity ProQR Patents; or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any AvidityProQR-Controlled Patent, in each case other than in response to a threat of an infringement claim or as necessary to secure allowance of an Aviditya ProQR-owned patent claim, then Avidity ProQR may terminate this Agreement solely with respect to the challenged Avidity ProQR Patent(s) with respect to any Programs Projects or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to Lilly; and 12.4.2 13.4.2 if AvidityProQR, its Affiliates, or Sublicenseessublicensees, 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 Lxxxx may terminate this Agreement with respect to the challenged Lilly Lxxxx Patent(s) with respect to any Programs Projects or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to AvidityProQR.

Termination for Patent Challenges. Except to the extent the following is unenforceable under the Applicable Law of a jurisdiction, then: 12.4.1 13.4.1 if Lilly, its Affiliates, or Sublicensees, directly or indirectly: (a) initiate or request an interference or opposition proceeding with respect to any Avidity ProQR Patents; (b) make, file, or maintain any claim, demand, lawsuit, or cause of action to challenge the validity or enforceability of any Avidity ProQR Patents; or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any AvidityProQR-Controlled Patent, in each case other than in response to a threat of an infringement claim or as necessary to secure allowance of an Aviditya ProQR-owned patent claim, then Avidity ProQR may terminate this Agreement solely with respect to the challenged Avidity ProQR Patent(s) with respect to any Programs Projects or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to Lilly; and 12.4.2 13.4.2 if AvidityProQR, its Affiliates, or Sublicenseessublicensees, 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 Projects or Products to which such patent challenge relates upon thirty (30) days’ prior written notice to AvidityProQR.

Termination for Patent Challenges. Except to the extent the following is unenforceable under the Applicable Law of a jurisdiction, then: 12.4.1 15.4.1 if Lilly, its Affiliates, Affiliates or Sublicensees, directly or indirectly: (a) initiate initiate, request or request participate in an interference or opposition proceeding with respect to any Avidity Precision Patents; (b) make, file, maintain or maintain participate in any claim, demand, lawsuit, or cause of action or any other administrative, judicial or similar proceeding to challenge the validity validity, enforceability or enforceability patentability of any Avidity Precision Patents; or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Avidity-Controlled Patent, Precision Patent (in each case case, (a), (b) or (c)), other than in response to a threat of an infringement claim by Precision or as necessary to secure allowance of an Avidity-owned patent claimits Affiliates, then Avidity Precision 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 terminate, upon thirty (30) days’ [***] prior written notice to Lilly, this Agreement [***]; provided, however, that if Lilly or its applicable Affiliate or the applicable Sublicensee withdraws (or causes to be withdrawn) the applicable action described in above in this Section 15.4.1 within [***] after being requested to do so by Precision in writing (which termination notice will be deemed a request), then Precision will have no right to terminate this Agreement pursuant to this Section 15.4.1 on the basis of such challenge or action; and 12.4.2 15.4.2 if AvidityPrecision, its Affiliates, or Sublicenseessublicensees, directly or indirectly, (a) initiate initiate, request or request participate in an interference or opposition proceeding with respect to any Lilly Patents, (b) make, file, maintain or maintain participate in any claim, demand, lawsuit, or cause of action or any other administrative, judicial or similar proceeding to challenge the validity validity, enforceability or enforceability patentability of any Lilly Patents, or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Lilly Patents, Patents (in each case case, (a), (b) or (c)), other than in response to a threat of an infringement claim or as necessary to secure allowance of a by 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 terminate, upon thirty (30) days’ [***] prior written notice to AvidityPrecision, this Agreement [***]; provided, however, that if Precision or its applicable Affiliate or the applicable sublicensee withdraws (or causes to be withdrawn) the applicable action described in above in this Section 15.4.2 within [***] after being requested to do so by WEIL:\97737446\1\59474.0121 EXECUTION VERSION Lilly in writing (which termination notice will be deemed a request), then Lilly will have no right to terminate this Agreement pursuant to this Section 15.4.2 on the basis of such challenge or action. 15.4.3 For clarity, (i) neither Party may terminate this Agreement pursuant to Section 15.4.1 or Section 15.4.2 if the other Party or any of its Affiliates or Sublicensees or sublicensees (as applicable) is required by legal process to be joined as a party in any challenge or other action by a Third Party, and (ii) “participates in” as used in this Section 15.4 shall not include a Party’s truthful responses to mandated requests by a relevant Governmental Authority (such as subpoenas or depositions).

Termination for Patent Challenges. Except to the extent the following is unenforceable under the Applicable Law of a jurisdiction, then: 12.4.1 15.4.1 if LillyPrevail, its Affiliates, Affiliates or Sublicensees, directly or indirectly: (a) initiate initiate, request or request participate in an interference or opposition proceeding with respect to any Avidity Precision Patents; (b) make, file, maintain or maintain participate in any claim, demand, lawsuit, or cause of action or any other administrative, judicial or similar proceeding to challenge the validity validity, enforceability or enforceability patentability of any Avidity Precision Patents; or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Avidity-Controlled Patent, Precision Patent (in each case case, (a), (b) or (c)), other than in response to a threat of an infringement claim by Precision or as necessary to secure allowance of an Avidity-owned patent claimits Affiliates, then Avidity Precision 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 terminate, upon thirty (30) days’ [***] prior written notice to LillyPrevail, this Agreement [***]; provided, however, that if Prevail or its applicable Affiliate or the applicable Sublicensee withdraws (or causes to be withdrawn) the applicable action described in above in this Section 15.4.1 within [***] after being requested to do so by Precision in writing (which termination notice will be deemed a request), then Precision will have no right to terminate this Agreement pursuant to this Section 15.4.1 on the basis of such challenge or action; and 12.4.2 15.4.2 if AvidityPrecision, its Affiliates, or Sublicenseessublicensees, directly or indirectly, (a) initiate initiate, request or request participate in an interference or opposition proceeding with respect to any Lilly Prevail Patents, (b) make, file, maintain or maintain participate in any claim, demand, lawsuit, or cause of action or any other administrative, judicial or similar proceeding to challenge the validity validity, enforceability or enforceability patentability of any Lilly Prevail Patents, or (c) oppose any extension of, or the grant of a supplementary protection certificate with respect to, any Lilly Patents, Prevail Patents (in each case case, (a), (b) or (c)), other than in response to a threat of an infringement claim or as necessary to secure allowance of a Lilly-owned patent claimby Xxxxxxx, then Lilly Prevail may terminate, upon [***] prior written notice to Precision, this Agreement [***]; provided, however, that if Precision or its applicable Affiliate or the applicable sublicensee withdraws (or causes to be withdrawn) the applicable action described in above in this Section 15.4.2 within [***] after being requested to do so by Prevail in writing (which termination notice will be deemed a request), then Prevail will have no right to terminate this Agreement pursuant to this Section 15.4.2 on the basis of such challenge or action. 15.4.3 For clarity, (i) neither Party may terminate this Agreement with respect pursuant to Section 15.4.1 or Section 15.4.2 if the challenged Lilly Patent(sother Party or any of its Affiliates or Sublicensees or sublicensees (as applicable) with respect is required by legal process to be joined as a party in any Programs challenge or Products other action by a Third Party, and (ii) “participates in” as used in this Section 15.4 shall not include a Party’s truthful responses to which mandated requests by a relevant Governmental Authority (such patent challenge relates upon thirty (30) days’ prior written notice to Avidityas subpoenas or depositions).