Common use of Patent Invalidity Claim Clause in Contracts

Patent Invalidity Claim. (a) Each Party shall promptly notify the other Party in writing in the event that it becomes aware of any claim asserted by a Third Party that a Licensed Patent is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by PolyBioCept or Lion pursuant to Section 6.3.2 or otherwise. (b) If PolyBioCept elects not to contest an Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving notice of such Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent. PolyBioCept shall promptly notify Lion of its receipt of notice from [* * *] of [* * *]’ election not to contest an Invalidity Claim (“[* * *] Notice”) relating to a PolyBioCept-Maintained Licensed Patent, in which case Lion shall have the right to contest the Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent at its sole cost. (c) PolyBioCept shall promptly notify Lion of its receipt of [* * *] Notice relating to a [* * *]-Maintained Licensed Patent. If PolyBioCept elects not to contest an Invalidity Claim relating to a [* * *]-Maintained Licensed Patent, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving the [* * *] Notice relating to a [* * *]-Maintained Licensed Patent, in which case Lion shall have the right to contest the Invalidity Claim relating to a [* * *]-Maintained Licensed Patent at its sole cost. (d) Notwithstanding anything herein to the contrary, no Party hereto will admit or otherwise agree in any settlement or other proceedings that a Licensed Patent is invalid or unenforceable without the prior written consent of the other Party hereto.

Patent Invalidity Claim. (a) Each Party of the Parties shall promptly notify the other Party in writing in the event that of any legal or administrative action by any Third Party against a Program Patent Right exclusively licensed to Schering-Plough, Joint Patent Right exclusively licensed to Schering-Plough or AVEO Patent Right exclusively licensed to Schering-Plough of which it becomes aware aware, including any opposition, nullity, revocation, reexamination or compulsory license proceeding. (a) In the case of the Joint Patent Rights exclusively licensed to Schering-Plough or Program Patent Rights exclusively licensed to Schering-Plough, Schering-Plough shall have the first right, but not the obligation, to defend against any such action and the costs of any claim asserted such defense shall be at Schering-Plough’s expense. Each Party at the request of the other Party, agrees to cooperate reasonably with the other Party; provided that Schering-Plough shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by a Third Party AVEO in connection with such cooperation. If Schering-▇▇▇▇▇▇ does not defend against any such action involving such Patent Right, then AVEO shall have the right, but not the obligation, to defend such action and any such defense shall be at AVEO’s expense. If required by Law, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, upon request of AVEO, agrees to join in any such action and to cooperate reasonably with AVEO; provided that a Licensed Patent is invalid or otherwise unenforceable AVEO shall promptly reimburse all out-of-pocket expenses (an “Invalidity Claim”), whether as a defense including reasonable counsel fees and expenses) actually incurred by Schering-Plough in an infringement action brought by PolyBioCept or Lion pursuant to Section 6.3.2 or otherwiseconnection with such cooperation. (b) If PolyBioCept elects not In the case of AVEO Patent Rights solely owned by or exclusively licensed to contest an Invalidity Claim relating AVEO that are exclusively licensed to a PolyBioCeptSchering-Maintained Licensed PatentPlough, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving notice of such Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent. PolyBioCept shall promptly notify Lion of its receipt of notice from [* * *] of [* * *]’ election not to contest an Invalidity Claim (“[* * *] Notice”) relating to a PolyBioCept-Maintained Licensed Patent, in which case Lion AVEO shall have the right first right, but not the obligation, to contest defend against any such action and the Invalidity Claim relating costs of any such defense shall be at AVEO’s expense. Each Party at the request of the other Party, agrees to a PolyBioCept-Maintained Licensed Patent at its sole cost. (c) PolyBioCept cooperate reasonably with the other Party; provided that AVEO shall promptly notify Lion of its receipt of [* * *] Notice relating to a [* * *]-Maintained Licensed Patentreimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Schering-Plough in connection with such cooperation. If PolyBioCept elects AVEO does not to contest an Invalidity Claim relating to a [* * *]-Maintained Licensed Patentdefend against any such action involving such AVEO Patent Right, then PolyBioCept shall so notify Lion of its intention within fortySchering-five (45) days of receiving the [* * *] Notice relating to a [* * *]-Maintained Licensed Patent, in which case Lion Plough shall have the right right, but not the obligation, to contest the Invalidity Claim relating defend such action and any such defense shall be at Schering-Plough’s expense. AVEO, upon request of ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, agrees to a [* * *]-Maintained Licensed Patent at its sole cost. (d) Notwithstanding anything herein to the contrary, no Party hereto will admit or otherwise agree join in any settlement or other proceedings such action and to cooperate reasonably with Schering-Plough; provided that a Licensed Patent is invalid or unenforceable without the prior written consent of the other Party heretoSchering-Plough shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by AVEO in connection with such cooperation.

Patent Invalidity Claim. (a) Each Party shall promptly notify the other Party in writing in the event that it becomes aware of any claim asserted by If a Third Party at any time asserts a claim that any Infinity Patent Right or Purdue Patent Right Covering a Licensed Patent Royalty Bearing Product is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by PolyBioCept Infinity or Lion Purdue pursuant to Section 6.3.2 7.3, in a declaratory judgment action or otherwise. in a Third Party Infringement Claim brought against Infinity or Purdue, the Party Controlling such Patent Right (or Infinity with respect to any Joint Patent Right) shall have the first right, but not the obligation, to defend such Invalidity Claim and the other Party shall cooperate with the Party Controlling such Patent Right in preparing and formulating a response to such Invalidity Claim. If Infinity does not defend an Invalidity Claim brought against an Infinity Patent Right in the Territory or Purdue does not defend an Invalidity Claim brought against a Purdue Patent Right in the Territory, the other Party may defend such Invalidity Claim and the coordination provisions of Section 7.3(c) shall apply to such Invalidity Claim, mutatis mutandis as they apply to Licensed IP Infringement suits. Neither Party shall, without the consent of the other Party, settle or compromise any Invalidity Claim in any manner which would (a) have an adverse effect on such other Party’s Patent Rights or such other Party’s rights to Develop, Manufacture or Commercialize a Royalty Bearing Product hereunder or (b) If PolyBioCept elects not be an admission of liability on behalf of such other Party (provided, however, that the Party initiating such suit may settle such suit without such consent if such settlement involves only the receipt of money from, or the payment of money to, such Third Party and the Party initiating such suit makes all such payments to contest an Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving notice of such Third Party). The Party defending such Invalidity Claim relating shall bear all expenses with respect thereto and such Party’s counsel shall act as the ministerial liaison with the court, except (i) to a PolyBioCept-Maintained Licensed Patent. PolyBioCept shall promptly notify Lion of its receipt of notice from [* * *] of [* * *]’ election not to contest an the extent such Invalidity Claim (“[* * *] Notice”) relating is raised as a defense in an infringement action brought by Infinity or Purdue pursuant to a PolyBioCept-Maintained Licensed PatentSection 7.3, in which case Lion the expense provisions of Section 7.3 shall have apply and the right counsel to contest such Party shall act as the ministerial liaison with the court, and (ii) to the extent such Invalidity Claim relating to is raised in a PolyBioCept-Maintained Licensed Patent at its sole cost. (c) PolyBioCept shall promptly notify Lion of its receipt of [* * *] Notice relating to a [* * *]-Maintained Licensed Patent. If PolyBioCept elects not to contest an Invalidity Third Party Infringement Claim relating to a [* * *]-Maintained Licensed Patent, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving the [* * *] Notice relating to a [* * *]-Maintained Licensed Patentbrought against Purdue, in which case Lion Purdue shall have bear all expenses with respect thereto and shall act as the right to contest ministerial liaison with the Invalidity Claim relating to a [* * *]-Maintained Licensed Patent at its sole costcourt. (d) Notwithstanding anything herein to the contrary, no Party hereto will admit or otherwise agree in any settlement or other proceedings that a Licensed Patent is invalid or unenforceable without the prior written consent of the other Party hereto.

Patent Invalidity Claim. (a) Each Party of the Parties shall promptly notify the other Party in writing in the event that of any legal or administrative action by any Third Party against a Program Patent Right exclusively licensed to Schering-Plough, Joint Patent Right exclusively licensed to Schering-Plough or AVEO Patent Right exclusively licensed to Schering-Plough of which it becomes aware aware, including any opposition, nullity, revocation, reexamination or compulsory license proceeding. (a) In the case of the Joint Patent Rights exclusively licensed to Schering-Plough or Program Patent Rights exclusively licensed to Schering-Plough, Schering-Plough shall have the first right, but not the obligation, to defend against any such action and the costs of any claim asserted such defense shall be at Schering-Plough’s expense. Each Party at the request of the other Party, agrees to cooperate reasonably with the other Party; provided that Schering-Plough shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by a Third Party AVEO in connection with such cooperation. If Schering-Plough does not defend against any such action involving such Patent Right, then AVEO shall have the right, but not the obligation, to defend such action and any such defense shall be at AVEO’s expense. If required by Law, Schering-Plough, upon request of AVEO, agrees to join in any such action and to cooperate reasonably with AVEO; provided that a Licensed Patent is invalid or otherwise unenforceable AVEO shall promptly reimburse all out-of-pocket expenses (an “Invalidity Claim”), whether as a defense including reasonable counsel fees and expenses) actually incurred by Schering-Plough in an infringement action brought by PolyBioCept or Lion pursuant to Section 6.3.2 or otherwiseconnection with such cooperation. (b) If PolyBioCept elects not In the case of AVEO Patent Rights solely owned by or exclusively licensed to contest an Invalidity Claim relating AVEO that are exclusively licensed to a PolyBioCeptSchering-Maintained Licensed PatentPlough, then PolyBioCept shall so notify Lion of its intention within forty-five (45) days of receiving notice of such Invalidity Claim relating to a PolyBioCept-Maintained Licensed Patent. PolyBioCept shall promptly notify Lion of its receipt of notice from [* * *] of [* * *]’ election not to contest an Invalidity Claim (“[* * *] Notice”) relating to a PolyBioCept-Maintained Licensed Patent, in which case Lion AVEO shall have the right first right, but not the obligation, to contest defend against any such action and the Invalidity Claim relating costs of any such defense shall be at AVEO’s expense. Each Party at the request of the other Party, agrees to a PolyBioCept-Maintained Licensed Patent at its sole cost. (c) PolyBioCept cooperate reasonably with the other Party; provided that AVEO shall promptly notify Lion of its receipt of [* * *] Notice relating to a [* * *]-Maintained Licensed Patentreimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by Schering-Plough in connection with such cooperation. If PolyBioCept elects AVEO does not to contest an Invalidity Claim relating to a [* * *]-Maintained Licensed Patentdefend against any such action involving such AVEO Patent Right, then PolyBioCept shall so notify Lion of its intention within fortySchering-five (45) days of receiving the [* * *] Notice relating to a [* * *]-Maintained Licensed Patent, in which case Lion Plough shall have the right right, but not the obligation, to contest the Invalidity Claim relating defend such action and any such defense shall be at Schering-Plough’s expense. AVEO, upon request of Schering-Plough, agrees to a [* * *]-Maintained Licensed Patent at its sole cost. (d) Notwithstanding anything herein to the contrary, no Party hereto will admit or otherwise agree join in any settlement or other proceedings such action and to cooperate reasonably with Schering-Plough; provided that a Licensed Patent is invalid or unenforceable without the prior written consent of the other Party heretoSchering-Plough shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by AVEO in connection with such cooperation.