Common use of Patent Challenges Clause in Contracts

Patent Challenges. a) During the Term, and only to the extent that Patent Challenges are permitted to be restricted under applicable law in the respective jurisdiction, Licensee or its Affiliates will not knowingly engage, participate, request, solicit, financially support any Patent Challenge, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability. For clarity, this limitation does not apply to Licensee’s participation in the defense of any Patent as outlined in Sections 4.4-4.5. b) If, except as permitted by Section 4.7(a), Licensee or its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, Licensee will pay all legal fees, expenses and other costs incurred by KeyGene in or related to such Patent Challenge, irrespective of the outcome of such challenge. In addition Licensee’s financial obligations under Section 3.4 (Royalty) and Section 3.5 (Minimum Annual Royalty) shall [***]. c) If, except as permitted by Section 4.7(a), Licensee or any of its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, KeyGene will have the right (but not the obligation) to terminate all rights, and licenses granted to Licensee and its Affiliates under this Agreement immediately upon notice to Licensee.

Patent Challenges. a) During the Term, and only to the extent that Patent Challenges are permitted to be restricted under applicable law in the respective jurisdiction, Licensee or its Affiliates will not knowingly engage, participate, request, solicit, financially support any Patent Challenge, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability. For clarity, this limitation does not apply to Licensee’s participation in the defense of any Patent as outlined in Sections 4.4-4.5. b) If, except as permitted by Section 4.7(a), Licensee or its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, Licensee will pay all legal fees, expenses and other costs incurred by KeyGene in or related to such Patent Challenge, irrespective of the outcome of such challenge. In addition Licensee’s financial obligations under Section 3.4 (Royalty) and Section 3.5 (Minimum Annual Royalty) shall [***].financial c) If, except as permitted by Section 4.7(a), Licensee or any of its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, KeyGene will have the right (but not the obligation) to terminate all rights, and licenses granted to Licensee and its Affiliates under this Agreement immediately upon notice to Licensee.