Invalidity or Unenforceability Defenses or Actions. In the event that a Third Party or Sublicensee asserts, as a defense or as a counterclaim in any infringement action under Section 8.4.1, that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. Where such allegation is made in an opposition, reexamination, interference or other patent office proceeding, the provisions of Section 8.3.7 shall apply. Where such allegation is made in a counterclaim to a suit or other action brought under Section 8.4.1, the Party with the first right to enforce the Patent Rights at issue shall have the first right to respond to such defense or defend against such counterclaim (as applicable) and the provisions of Section 8.4.1 (including step-in rights and control over settlement) shall apply. In all other cases, including any declaratory judgment action or similar action or claim filed by a Third Party asserting that any Ambit Licensed Patent or Program Patent is invalid or unenforceable, Astellas shall have the first right to defend such action, at Astellas’s expense, and Ambit will cooperate with Astellas, at Astellas’s expense in such defense. In the event Astellas does not so elect to defend an action with respect to any Ambit Licensed Patent or Program Patent under this Section 8.3.8, it shall so notify Ambit in writing, and Ambit shall have the right to so defend such action, at Ambit’s expense; provided, however, that Ambit shall obtain the written consent of Astellas prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim if such action is likely to materially adversely affect Astellas’s interests in the applicable Ambit Licensed Patent or Program Patent or rights under this Agreement. Each Party shall provide to the Party defending any such rights under this Section 8.3.8 all reasonable assistance in such enforcement, at such defending Party’s request and expense. The defending Party shall keep the other Party regularly informed of the status and progress of such efforts, and shall reasonably consider the other Party’s comments on any such efforts.
Invalidity or Unenforceability Defenses or Actions. In the event that the Applicant asserts, as a defense or as a counterclaim in any infringement action under Section 5.5.4 hereof, that any of the Licensed Patent Rights or any Patent Rights claiming CytomX TAP Platform Improvements, Joint Program Technology or Joint TAP Platform Improvements is invalid or unenforceable, then the Parties’ respective rights and obligations with respect to the response to such defense or the defense against such counterclaim, as applicable, (including rights to initiate, step in, participate in, settle and share amounts recovered pursuant to such action, and obligations to pay legal costs and expenses with respect to such action) shall be as set forth in Section 5.4.2 hereof; provided that for these purposes any such defense or counterclaim shall be deemed to be an Infringement. In all other cases, including any declaratory judgment action or similar action or claim filed by an Applicant asserting that any of the Licensed Patent Rights or any Patent Rights claiming CytomX TAP Platform Improvements, Joint Program Technology or Joint TAP Platform Improvements is invalid or unenforceable (as in a declaratory judgment action brought by the Applicant following the Premarket Notice), then the Parties’ respective rights and obligations with respect to such action (including rights to initiate, step in, participate in, settle and share amounts recovered pursuant to such action, and obligations to pay legal costs and expenses with respect to such action) shall be as set forth in Section 5.4.2 hereof; provided that for these purposes any such case shall be deemed to be an Infringement.
Invalidity or Unenforceability Defenses or Actions. Each Party will promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Jazz Patent Rights, Codiak Product-Specific Collaboration Patent Rights, Codiak Platform Patent Rights, Codiak Other Collaboration Patent Rights, or Joint Collaboration Patent Rights by a Third Party of which such Party becomes aware, including, for example, in connection with oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving such Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or unenforceability is raised in an enforcement action, the allocation of responsibility for costs will be determined in accordance with Section 10.4. [***]. Jazz will have the first right, but not the obligation, to control the defense of any Joint Collaboration Patent Rights at Jazz’s sole cost and expense. If Jazz elects not to defend or control the defense of the applicable Joint Collaboration Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain any such defense, then Codiak may, at its sole cost and expense, conduct and control such defense using counsel of its own choice. Where a Party controls a defense pursuant to this Section 10.7, the other Party will have the right to participate in such defense using counsel of its choice at its sole cost and expense (provided that the controlling Party will retain control of such defense) and will, and will cause its Affiliates to, assist and cooperate with the controlling Party, at the controlling Party’s expense, as such controlling Party may reasonably request from time to time. In connection with any activities with respect to the defense of any Codiak Other Collaboration Patent Right or Joint Collaboration Patent Right pursuant to this Section 10.7, the controlling Party will (a) consult with the other Party as to the strategy for such activities, (b) consider in good faith any comments from the other Party and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense.
Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, Licensee shall have the first right, but not the obligation, to defend and control the defense of the Invalidity Claim at its sole cost and expense, using counsel of Licensee’s choice, including when such Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 5.3 (Enforcement of Patents). For purposes of this Section 5.5 (Invalidity or Unenforceability Defenses or Actions), the Party defending the Invalidity Claim pursuant to the foregoing sentence with respect to an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding at its sole cost and expense. The non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non- Controlling Party for its reasonable and verifiable costs and...
Invalidity or Unenforceability Defenses or Actions. Each party (in the case of UNIVERSITY to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement or, if applicable, the Patent Manager or Director of Commercialization) shall promptly notify the other party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Patent Rights by a third party of which such party becomes aware. As between the parties, LICENSEE shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Patent Rights, at LICENSEE’s sole cost and expense, using counsel of its own choice, when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an infringement action initiated pursuant to Paragraph 5.2(b) or (d). UNIVERSITY may participate in any such suit or proceeding in the Territory at its own expense using counsel of its own choice; provided that LICENSEE shall retain control of the defense in such suit or proceeding. If LICENSEE or its designee elects not to defend or control the defense of the Patent Rights in a suit or proceeding brought in the Territory or otherwise fails to initiate and maintain the defense of any such suit or proceeding, then UNIVERSITY may conduct and control the defense of any such suit or proceeding at its own expense pursuant to Paragraph 5.2(c). For the avoidance of doubt, interferences, oppositions and other inter partes matters originating in a patent office are subject to Paragraphs 5.1(a), (b), (c) and (d); provided that UNIVERSITY and LICENSEE will discuss LICENSEE taking the lead, at LICENSEE’s expense, on inter partes reviews and similar post-grant matters before the Patent Trial and Appeal Board or similar administrative body that are based on the same subject matter as the claims or counterclaims in an infringement action being led by LICENSEE pursuant to Section 5.2(b) or (d).
Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Licensed Patents or the AstraZeneca Patents by a Third Party of which such Party becomes aware. As between the Parties, AstraZeneca shall have (i) the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensed Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Patents, in each case ((i) and (ii)), at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.4. Licensor may participate in any such claim, suit or proceeding in the Territory with counsel of its choice at its sole cost and expense; provided that AstraZeneca shall retain control of the defense in such claim, suit or proceeding. AstraZeneca shall be entitled to offset [***] percent ([***]%) of the reasonable out-of-pocket costs of defending or settling such claim, suit or proceeding under this Section 6.6, to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates and, with respect to any calculation pursuant to Section 5.4(i), its or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection therewith) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a maximum amount for each Calendar Quarter of [***] percent ([***]%) of the amounts owed with respect to such subsequent Calendar Quarter.
Invalidity or Unenforceability Defenses or Actions. 8.5.1. As between the Parties, (a) (1) prior to the Inclusion Date with respect to a Research Target or a ROFN Target (and subject to clause (2) below), [***] shall have the first right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of the Morphic Patents and Joint Patents relating to such Research Target or ROFN Target and (2) from and after the Inclusion Date with respect to an Included Target, [***] shall have the first right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of the Morphic Patents and Joint Patents relating to such Included Target, (b) [***] shall have the sole right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of all AbbVie Patents, in each case ((a) and (b)), at such Party’s sole cost and expense in the Territory and using counsel of its own choice. Notwithstanding this Section 8.5.1, the Party who prosecutes or manages a litigation with respect to an Infringement action shall be responsible for defending any invalidity or unenforceability challenges in connection with such Infringement action. If [***] or its designee elects not to defend or control the defense of a Morphic Patent or Joint Patent in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then [***] may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense.
Invalidity or Unenforceability Defenses or Actions. (a) In the event that a Third Party asserts, as a defense or as a counterclaim in any infringement action under Section 7.3.1, that any Product Trademark, GPC Biotech Patent, Yakult Patent or Joint Patent is invalid or unenforceable, then the Party pursuing such infringement action shall promptly give written notice to the other Party. With respect to the Product Trademarks, GPC Biotech Patents and the Joint Patents, as between the Parties, GPC Biotech shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defense or defend against such counterclaim (as applicable) and, if Yakult is pursuing the applicable infringement action under Section 7.3.1, Yakult shall allow GPC Biotech to control such response or defense (as applicable). If GPC Biotech determines not to respond to such defense or defend against such counterclaim (as applicable) with respect to the Product Trademarks, GPC Biotech Patents or Joint Patents in Japan, then Yakult shall, at its sole cost and expense, have the right to respond to such defense or defend against such counterclaim (as applicable); provided, however, that to the extent that ceasing to defend, settling or otherwise compromising such defense or counterclaim is likely or could reasonably be expected to have a material impact in the GPC Biotech Territory, Yakult shall obtain the written consent of GPC Biotech prior to ceasing to defend, settling or otherwise compromising such defense or counterclaim, such consent not to be unreasonably withheld or delayed. With respect to the Yakult Patents, as between the Parties, Yakult shall have the first right, but not the obligation, through counsel of its choosing, to respond to such defense or defend against such counterclaim (as applicable) and, if GPC Biotech is pursuing the applicable infringement action under Section 7.3.1, GPC Biotech shall allow Yakult to control such response or defense (as applicable). If Yakult determines not to respond to such defense or defend against such counterclaim (as applicable) with respect to the Yakult Patents in the Territory, then GPC Biotech shall, at its sole cost and expense, have the right to respond to such defense or defend against such counterclaim (as applicable); provided, however, that to the extent that ceasing to defend, settling or otherwise compromising such defense or counterclaim is likely or could reasonably be expected to have a material impact in Japan, GPC Biotech shall obtain the w...
Invalidity or Unenforceability Defenses or Actions. 7.6.1 Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the UroGen Patents or Agreement Patents by a Third Party of which such Party becomes aware.
7.6.2 As between the Parties, Allergan shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the UroGen Product Patents at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 7.4. UroGen may participate [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. in any such claim, suit or proceeding in the Territory regarding such UroGen Product Patent with counsel of its choice at its sole cost and expense; provided that Allergan shall retain control of the defense in such claim, suit or proceeding. If Allergan or its designee elects not to defend or control the defense of such UroGen Product Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding within [*] days after the applicable claim is filed, then UroGen may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense.
7.6.3 As between the Parties, UroGen shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the UroGen Patents (other than the UroGen Product Patents) at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 7.4.
7.6.4 Where a Party controls such any action described in this Section 7.6, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 7.6, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party t...
Invalidity or Unenforceability Defenses or Actions. Each Party will promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of (i) any of the Sanofi Prosecution Patent Rights; or (ii) any Ablynx Patent Rights (to the extent that such assertion is reasonably relevant to the rights licensed to Sanofi under this Agreement) by a Third Party of which such Party becomes aware, including, for example, oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving the referenced Patent Rights, provided that, in the event such alleged or threatened assertion of invalidity or enforceability is raised in an enforcement action, the allocation of responsibility for costs [...***...]. Sanofi will [...***...]. Ablynx will [...***...]. If the controlling Party with respect to an Ablynx Patent Right or a Joint Collaboration Patent Right elects not to defend or control the defense of the applicable Patent Rights in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then the other Party may conduct and control the defense of any such claim, suit or proceeding using counsel of its own choice, [...***...
