Validity Challenges Clause Samples
A Validity Challenges clause outlines the procedures and consequences if the validity of a contract, agreement, or specific provision is disputed or legally challenged. Typically, this clause specifies the steps parties must take if a challenge arises, such as notification requirements, suspension of obligations, or potential remedies if a provision is found invalid. Its core function is to provide a clear framework for addressing and resolving disputes over enforceability, thereby reducing uncertainty and ensuring that the remainder of the agreement remains effective even if part of it is contested.
Validity Challenges. If Erasca or a Sublicensee, itself or through a Third Party, institutes any proceeding that contests the validity of any Licensed Patent during the Term, Erasca agrees to pay to Katmai, directly and not into any escrow or other account, all royalties and other amounts due in view of Erasca’s and its Sublicensees’ activities under this Agreement during the period of challenge, and Katmai’s and the UC’s attorneys’ fees in defending such action, with such fees payable on a monthly basis. Should the outcome of such contest determine that any challenged patent claim is valid, Erasca will thereafter, and for the remainder of the Royalty Term, pay an increased royalty rate equal to [***] ([***]) times the otherwise applicable royalty rate and the entirety of Katmai’s and the UC’s legal (including attorney) fees and costs incurred during such proceeding. Breach of this Section 3.1(d)(iv) shall be a material breach of the Agreement. If a Sublicensee challenges the validity of a Licensed Patent, so long as Erasca did not directly or indirectly induce, encourage, or otherwise assist such Sublicensee in its challenge of the Patent Rights, then the royalty rate payable with respect to Net Sales by Erasca or its Affiliates, as opposed to Net Sales by the relevant Sublicensees, will not be [***] pursuant to the preceding sentence; provided, further, Erasca shall promptly terminate the sublicense agreement(s) pursuant to which such Sublicensee has been granted rights under such Licensed Patents if such Sublicensee fails to pay, within forty-five (45) days after receiving an invoice from Katmai or UC detailing such fees and costs, the applicable increased royalty rate and the entirety of Katmai’s and the UC’s legal (including attorney) fees and costs incurred during such proceeding.
Validity Challenges. If a Party or any of its Affiliates (directly or indirectly, individually or in association with any other person or entity) (“Challenging Party”) brings an action or asserts a claim in any forum or administrative body that challenges the validity or enforceability of any claim of the other Party’s Licensed Patents (“Challenged Party”), the Challenged Party may by written notice to the Challenging Party remove such claim from the license granted to the Challenging Party under Section 2 unless the Challenging Party withdraws such challenge within thirty (30) days after receipt of a written request from the Challenged Party that it do so.
Validity Challenges. If FivePrime or any Affiliate of FivePrime challenges the validity or enforceability of any Galaxy Patent, or aids or assists any Affiliate or Third Party in such challenge other than as required by Law, then Galaxy may terminate this Agreement immediately upon written notice to FivePrime.
Validity Challenges. If Sucampo challenges the validity or enforceability of any of the Licensed IP, or aids or assists any Affiliate or Third Party in such challenge other than as required by applicable law, then CPP shall have the right to terminate this Agreement immediately upon written notice to Sucampo.
Validity Challenges. If EB or any of its Affiliates (directly or indirectly, individually or in association with any other person or entity) brings an action or asserts a claim in any forum or administrative body that challenges the validity or enforceability of any claim of the LM Licensed Patents, LM may by written notice to EB remove such claim from the license granted to EB under Section 2 unless the EB withdraws such challenge within thirty (30) days after receipt of a written request from the LM that it do so.
Validity Challenges. Nothing in this Agreement shall preclude a Party or its Affiliates from challenging the validity of any Patent, and the Parties agree to waive any applicable defense of res judicata, collateral estoppel, or like doctrine in the event such challenge concerns a claim or defense dismissed pursuant to Section 2.2.1.
Validity Challenges