Common use of Invalidity or Unenforceability Defenses or Actions Clause in Contracts

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, [...***...