Common use of Licensed Patent Challenges Clause in Contracts

Licensed Patent Challenges. (a) In the event that Licensee directly or indirectly disputes, challenges, or assists in the challenge of the validity, scope, construction, enforceability or Licensor’s ownership of any issued patent comprising the Licensed Patents or any claims thereof, or opposes or assists in the opposition of the grant of any Letters Patent comprising the Licensed Patents, either in a court of law, before the U.S. Patent and Trademark Office, or other agency or tribunal (“Licensed Patent Challenge”), then (i) Licensor has the right to immediately terminate this Agreement upon written notice to Licensee and with no opportunity for Licensee to cure, and (ii) Licensee shall pay all of Licensor’s costs, fees and expenses associated with its defense of such challenge or opposition. (b) Licensee shall include provisions in all Sublicenses permitted under Section 2.2 providing that if the Sublicensee brings or participates in a Licensed Patent Challenge, the Sublicense will immediately terminate effective as of the first date of the Sublicensee’s first filing or participation in the Licensed Patent Challenge. The failure to include such automatic termination provision in a Sublicense hereunder shall constitute a material breach of this Agreement. If a Sublicensee undertakes a Licensed Patent Challenge, Licensee, shall immediately terminate the applicable Sublicense upon becoming aware of such Licensed Patent Challenge. Any failure to immediately terminate the Sublicense as required by this Section 6.5(b) shall constitute a material breach of this Agreement. (c) If Licensee directly or indirectly institutes or participates in a Licensed Patent Challenge and Licensor elects not to terminate this Agreement in accordance with Section 6.5(a), then ***.

Licensed Patent Challenges. (a) In the event that Licensee directly or indirectly disputes, challenges, or assists in the challenge of the validity, scope, construction, enforceability or Licensor’s ownership of any issued patent comprising the Licensed Patents or any claims thereof, or opposes or assists in the opposition of the grant of any Letters Patent comprising the Licensed Patents, either in a court of law, before the U.S. Patent and Trademark Office, or other agency or tribunal (“Licensed Patent Challenge”), then (i) Licensor has the right to immediately terminate this Agreement upon written notice to Licensee and with no opportunity for Licensee to cure, and (ii) Licensee shall pay all of Licensor’s costs, fees and expenses associated with its defense of such challenge or opposition. (b) Licensee shall include provisions in all Sublicenses permitted under Section 2.2 providing that if the Sublicensee brings or participates in a Licensed Patent Challenge, the Sublicense will immediately terminate effective as of the first date of the Sublicensee’s 's first filing or participation in the Licensed Patent Challenge. The failure to include such automatic termination provision in a Sublicense hereunder shall constitute a material breach of this Agreement. If a Sublicensee undertakes a Licensed Patent Challenge, Licensee, shall immediately terminate the applicable Sublicense upon becoming aware of such Licensed Patent Challenge. Any failure to immediately terminate the Sublicense as required by this Section 6.5(b) shall constitute a material breach of this Agreement. (c) If Licensee directly or indirectly institutes or participates in a Licensed Patent Challenge and Licensor elects not to terminate this Agreement in accordance with Section 6.5(a), then ***.