Third Party Invalidity Actions Sample Clauses
The Third Party Invalidity Actions clause defines how the parties will address situations where a third party challenges the validity of a patent or intellectual property right relevant to the agreement. Typically, this clause outlines the responsibilities of each party in responding to such challenges, including notification requirements, cooperation in defense, and potential consequences if the challenged rights are invalidated. Its core function is to allocate risk and clarify procedures in the event of third-party legal actions, ensuring both parties understand their obligations and the impact on the agreement if the intellectual property is found invalid.
Third Party Invalidity Actions. LICENSEE shall defend at LICENSEE’s expense any declaratory judgment or other action brought by a third-party naming LICENSEE and/or JHU as a defendant and alleging invalidity of any of the PATENT RIGHTS unless such action is brought as a counterclaim to a suit against the third party initiated by JHU pursuant to JHU’s secondary right to enforce. JHU may, in its sole discretion and at its own expense, assume control of the defense of any third-party action, in which case LICENSEE shall cooperate fully with JHU in such defense at its own expense.
Third Party Invalidity Actions. Licensee shall defend at Licensee’s expense any declaratory judgment or other action brought by a third party naming Licensee or JHU as a defendant and alleging invalidity of any of the Patent Rights.