Common use of Validity Challenge Clause in Contracts

Validity Challenge. In the event that a Third Party commences any re-examination, interference, opposition or nullity proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to any Zealand Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent (each such action a “Patent Challenge”) during the Term of this Agreement in any country of the Territory, then the Parties shall jointly take such legal action, at BI’s expense, as is required to defend the validity of such particular Zealand Pharma Patent, Selected Zealand Pharma Patents or Collaboration Patent through patent litigation counsel jointly selected by the Parties. Each Party shall give all reasonable assistance (excluding financial assistance) to the other Party. Each Party may also be represented by counsel of its own selection at its own expense in any such legal or administrative action. Any settlement shall be subject to the Parties’ mutual agreement, which shall not be unreasonably withheld or delayed. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. For the avoidance of doubt, this Section 14.11 shall not apply to the defense of any Patent Challenge that is raised as a counter-claim or defense by a Third Party that is the subject of an infringement action pursuant to Section 14.9 or Section 14.10 above, in which case the defense of such Patent Challenge will be governed by such Sections. In the event that either Party intends to commence any reexamination, interference, opposition or nullity proceeding or challenge the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to, any Third Party Patent Rights in connection with its Development or Commercialization of a Product (“Offensive Patent Challenge”) during the Term of this Agreement in any country of the Territory, such Party shall notify the other Party thereof prior to taking any such action. In connection with any such Offensive Patent Challenge, BI and Zealand Pharma will reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request Zealand Pharma and BI shall keep each other reasonably informed of developments in any such Offensive Patent Challenge, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. The costs and expenses of any such Offensive Patent Challenge, if undertaken jointly by the Parties, will be solely borne by BI.

Validity Challenge. In the event that a Third Party commences any re-examination, interference, opposition or nullity proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to any Zealand Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent (each such action a “Patent Challenge”) during the Term of this Agreement in any country of the Territory, then the Parties shall jointly take such legal action, at BI’s expense, as is required to defend the validity of such particular Zealand Pharma Patent, Selected Zealand Pharma Patents or Collaboration Patent through patent litigation counsel jointly selected by the Parties. Each Party shall give all reasonable assistance (excluding financial assistance) to the other Party. Each Party may also be represented by counsel of its own selection at its own expense in any such legal or administrative action. Any settlement shall be subject to the Parties’ mutual agreement, which shall not be unreasonably withheld or delayed. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. For the avoidance of doubt, this Section 14.11 shall not apply to the defense of any Patent Challenge that is raised as a counter-claim or defense by a Third Party that is the subject of an infringement action pursuant to Section 14.9 or Section 14.10 above, in which case the defense of such Patent Challenge will be governed by such Sections. In the event that either Party intends to commence any reexamination, interference, opposition or nullity proceeding or challenge the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to, any Third Party Patent Rights in connection with its Development or Commercialization of a Product (“Offensive Patent Challenge”) during the Term of this Agreement in any country of the Territory, such Party shall notify the other Party thereof prior to taking any such action. In connection with any such Offensive Patent Challenge, BI and Zealand Pharma will reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request Zealand Pharma and BI shall keep each other reasonably informed of developments in any such Offensive Patent Challenge, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. The costs and expenses of any such Offensive Patent Challenge, if undertaken jointly by the Parties, will be solely borne by BI.

Validity Challenge. In the event that a Third Party commences any re-examination, interference, opposition or nullity proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to any Zealand Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent (each such action a “Patent Challenge”) during the Term of this Agreement in any country of the Territory, then the Parties shall jointly take such legal action, at BI’s expense, as is required to defend the validity of such particular Zealand Pharma Patent, Selected Zealand Pharma Patents or Collaboration Patent through patent litigation counsel jointly selected by the Parties. Each Party shall give all reasonable assistance (excluding financial assistance) to the other Party. Each Party may also be represented by counsel of its own selection at its own expense in any such legal or administrative action. Any settlement shall be subject to the Parties’ mutual agreement, which shall not be unreasonably withheld or delayed. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. For the avoidance of doubt, this Section 14.11 shall not apply to the defense of any Patent Challenge that is raised as a counter-claim or defense by a Third Party that is the subject of an infringement action pursuant to Section 14.9 or Section 14.10 above, in which case the defense of such Patent Challenge will be governed by such Sections. In the event that either Party intends to commence any reexamination, interference, opposition or nullity proceeding or challenge the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to, any Third Party Patent Rights in connection with its Development or Commercialization of a Product (“Offensive Patent Challenge”) during the Term of this Agreement in any country of the Territory, such Party shall notify the other Party thereof prior to taking any such action. In connection with any such Offensive Patent Challenge, BI and Zealand Pharma will reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such Offensive Patent Challenge, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. The costs and expenses of any such Offensive Patent Challenge, if undertaken jointly by the Parties, will be solely borne by BI.

Validity Challenge. In the event that a Third Party commences any re-examination, interference, opposition or nullity proceeding or challenges the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to any Zealand Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent (each such action a “Patent Challenge”) during the Term of this Agreement in any country of the Territory, then the Parties shall jointly take such legal action, at BI’s expense, as is required to defend the validity of such particular Zealand Pharma Patent, Selected Zealand Pharma Patents or Collaboration Patent through patent litigation counsel jointly selected by the Parties. Each Party shall give all reasonable assistance (excluding financial assistance) to the other Party. Each Party may also be represented by counsel of its own selection at its own expense in any such legal or administrative action. Any settlement shall be subject to the Parties’ mutual agreement, which shall not be unreasonably withheld or delayed. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. For the avoidance of doubt, this Section 14.11 shall not apply to the defense of any Patent Challenge that is raised as a counter-claim or defense by a Third Party that is the subject of an infringement action pursuant to Section 14.9 or Section 14.10 above, in which case the defense of such Patent Challenge will be governed by such Sections. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. In the event that either Party intends to commence any reexamination, interference, opposition or nullity proceeding or challenge the validity or enforceability of, or opposes any extension of or the grant of a PTE request or a SPC with respect to, any Third Party Patent Rights in connection with its Development or Commercialization of a Product (“Offensive Patent Challenge”) during the Term of this Agreement in any country of the Territory, such Party shall notify the other Party thereof prior to taking any such action. In connection with any such Offensive Patent Challenge, BI and Zealand Pharma will reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such Offensive Patent Challenge, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. The costs and expenses of any such Offensive Patent Challenge, if undertaken jointly by the Parties, will be solely borne by BI.