Common use of Patent Invalidity Claim Clause in Contracts

Patent Invalidity Claim. If a Third Party at any time asserts a claim that any Novartis Patent is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by a Party pursuant to Section 9.4, in a declaratory judgment action or any patent office proceeding anywhere in the world (e.g., inter-partes review or European opposition) or otherwise, resTORbio shall have the first right, but not the obligation, to defend such Invalidity Claim and Novartis shall cooperate with resTORbio in preparing and formulating a response to such Invalidity Claim. If resTORbio does not defend an Invalidity Claim brought against a Novartis Patent, Novartis may defend such Invalidity Claim and the coordination provisions of Section 9.4(c) will apply to such Invalidity Claim, mutatis mutandis as they apply to Third Party Infringement suits. Neither Party may, 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 rights or obligations hereunder or (b) be an admission of liability on behalf of the 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 settling such suit makes all such payments to such Third Party). To the extent such Invalidity Claim is raised as a defense in an infringement action brought by a Party pursuant to Section 9.4, the expense provisions of Section 9.4 will apply and counsel to the Party controlling the infringement action shall act as the ministerial liaison with the court.

Patent Invalidity Claim. If a Each of the Parties shall promptly notify the other in the event of any legal or administrative action by any Third Party at against a ROCHE Patent Right, SYNTA Patent Right or Joint Patent Right, of which it becomes aware, including any time asserts a claim that any Novartis Patent is invalid nullity, revocation, reexamination or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by a Party pursuant to Section 9.4compulsory license proceeding or, in a declaratory judgment action or accordance with Section 8.6, any patent office proceeding anywhere in the world (e.g., inter-partes review or European opposition) or otherwise, resTORbio Paragraph IV Certification. ROCHE shall have the first right, but not the obligation, to defend against any such Invalidity Claim action or Paragraph IV Certification involving a ROCHE Patent Right, in its own name, and Novartis the costs of any such defense shall be at ROCHE’s expense. SYNTA shall have the first right, but not the obligation, to defend against any such action or Paragraph IV Certification involving a SYNTA Patent Right or Joint Patent Right, in its own name, and the costs of any such defense shall be at SYNTA’s expense. The non-initiating Party, upon request Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. of the initiating Party, agrees to join in any such action and to cooperate reasonably with resTORbio the initiating Party, provided that the initiating Party shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by the non-initiating Party in preparing and formulating a response to connection with such Invalidity Claimcooperation. If resTORbio the initiating Party does not defend an Invalidity Claim brought against a Novartis Patentany such action, Novartis may then the non-initiating Party shall have the right, but not the obligation, to defend such Invalidity Claim action and any such defense shall be at the coordination provisions of Section 9.4(c) will apply to such Invalidity Claim, mutatis mutandis as they apply to Third Party Infringement suits. Neither Party may, 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 non-initiating Party’s rights or obligations hereunder or (b) be an admission of liability on behalf of the 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 settling such suit makes all such payments to such Third Party). To the extent such Invalidity Claim is raised as a defense in an infringement action brought by a Party pursuant to Section 9.4, the expense provisions of Section 9.4 will apply and counsel to the Party controlling the infringement action shall act as the ministerial liaison with the courtexpense.

Patent Invalidity Claim. If a Third Party at any time asserts a claim that any Novartis Agenus Patent Right, Incyte Program Patent Right or Joint Patent Right Covering a Product is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by a Party Agenus or Incyte pursuant to Section 9.46.3(b), in a declaratory judgment action or in a Third Party Infringement Claim brought against Agenus or Incyte, the Party Controlling such Patent Right (or Incyte with respect to any patent office proceeding anywhere in the world (e.g., inter-partes review or European oppositionJoint Patent Right) or otherwise, resTORbio shall have the first right, but not the obligation, to defend such Invalidity Claim and Novartis the other Party shall cooperate with resTORbio the Party Controlling such Patent Right in preparing and formulating a response to such Invalidity Claim. If resTORbio Agenus does not defend an Invalidity Claim brought against a Novartis Patentan Agenus Patent Right or Incyte does not defend an Invalidity Claim brought against an Incyte Program Patent Right or Joint Patent Right, Novartis the other Party may defend such Invalidity Claim and the coordination provisions of Section 9.4(c6.3(b) will shall apply to such Invalidity Claim, mutatis mutandis as they apply to Third Party Licensed IP Infringement suits. Neither Party mayshall, 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 rights Patent Rights or obligations such other Party’s Program Rights hereunder or (b) be an admission of liability on behalf of the 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 settling initiating such suit makes all such payments to such Third Party). To the extent such Invalidity Claim is raised as a defense in an infringement action brought by a Party Agenus or Incyte pursuant to Section 9.46.3(b), the expense provisions of Section 9.4 will 6.3 shall apply and counsel to the Party controlling the infringement action shall act as the ministerial liaison with the court. To the extent such Invalidity Claim is raised in a Third Party Infringement Claim brought against a Party, the expense provisions of Section 6.4 shall apply with respect thereto and the Party against whom the Invalidity Claim is brought shall act as the ministerial liaison with the court.

Patent Invalidity Claim. If a Third Party at any time asserts a claim that any Novartis AVEO Patent is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by a Party pursuant to Section 9.4, in a declaratory judgment action or any patent office proceeding anywhere in the world (e.g., inter-partes review or European opposition) or otherwise, resTORbio Novartis shall have the first right, but not the obligation, to defend such Invalidity Claim and Novartis AVEO shall cooperate with resTORbio Novartis in preparing and formulating a response to such Invalidity Claim. If resTORbio Novartis does not defend an Invalidity Claim brought against a Novartis an AVEO Patent, Novartis AVEO may defend such Invalidity Claim and the coordination provisions of Section 9.4(c) will apply to such Invalidity Claim, mutatis mutandis as they apply to Third Party Infringement suits. Neither Party may, 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 rights or obligations hereunder or (b) be an admission of liability on behalf of the 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 settling initiating such suit makes all such payments to such Third Party). To the extent such Invalidity Claim is raised as a defense in an infringement action brought by a Party pursuant to Section 9.4, the expense provisions of Section 9.4 will apply and counsel to the Party controlling the infringement action shall act as the ministerial liaison with the court.