Patent Invalidity Clause Samples

The Patent Invalidity clause defines the consequences and procedures if a patent relevant to the agreement is found to be invalid or unenforceable. Typically, this clause outlines the steps parties must take if a court or patent office determines that a patent is invalid, such as ceasing royalty payments or adjusting licensing terms. Its core function is to allocate risk and provide clarity on the parties' obligations in the event that a key patent right is lost, thereby preventing disputes and ensuring fairness in the contractual relationship.
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Patent Invalidity. Any of the foregoing notwithstanding, if at any time during the Term of this Agreement any of the Patents are held invalid or unenforceable in a decision that is not appealable or is not appealed within the time allowed, Licensee shall have no further obligations to DUKE with respect to its future use or Sale of any Licensed Product or Licensed Service covered solely by such Patents, including the obligation of paying royalties, as of the date of final decision from which no further appeals can be taken (“Date of Invalidity”). The Licensee will not, however, be relieved from paying any royalties owed on Sales or activities that occurred before such a Date of Invalidity. Licensee shall be obligated to pay the full amount of royalties due hereunder to the extent that a Licensed Product or Licensed Service falls within the scope of any other Valid Claim of any Patents that have not been held invalid. For avoidance of doubt, it is understood and agreed that in the case of an invalidity finding of a Patent, Licensee shall not have any damage claim or any claim for refund or reimbursement against DUKE for any amounts previously paid to DUKE or that have otherwise come due under this Agreement.
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Patent Invalidity. Any of the foregoing notwithstanding, if at any time during the term of this AGREEMENT any of the OREXIGEN PATENT RIGHTS are held invalid or unenforceable in a decision which is not appealable or is not appealed within the time allowed, CYPRESS shall have no further obligations to OREXIGEN with respect to its future use or sale of any LICENSED PRODUCT covered solely by such OREXIGEN PATENT RIGHTS, including the obligation of paying royalties.
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Patent Invalidity. It is agreed that if a judgemetn is entered by a court of competent jurisdiction in any proceeding in which any claim or claims of one or more of the patent or patents licensed under this Agreement is found to be invalid for any reason, and should such judgement become final, such rights to such invalidated claim or claims will cease to be part of the subject matter licensed hereunder. However, the parties hereby acknowledge that this Agreement is not founded on any single patent or claim or claims thereof but is also to technology, know how and trade secrets, and therefore the invalidity of a single claim, claims, patent or even several patents of the licensed subject matter shall not alter or modify the terms and conditions of this Agreement.
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Related to Patent Invalidity

  • Patent Validity Any dispute regarding the validity of any Licensed Patent shall be litigated in the courts located in Santa ▇▇▇▇▇ County, California, and the parties agree not to challenge personal jurisdiction in that forum.

  • Invalidity Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Unlawfulness and invalidity (a) it is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents; or (b) any material obligation of an Obligor under any of the Finance Documents is not or ceases to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Holders under the Finance Documents;

  • Invalidity or Unenforceability If any term or provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other term or provision hereof and this Agreement shall continue in full force and effect as if such invalid or unenforceable term or provision (to the extent of the invalidity or unenforceability) had not been contained herein.

  • Governing Law; Invalidity This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.