REVOCATION PROCEEDINGS Clause Samples

REVOCATION PROCEEDINGS. (i) In the event either party becomes aware of the institution by a third party of any proceedings for the revocation of the Vaccine Patents or any patents assigned to Cheil covering Improvements in the Territory, such party shall immediately notify the other party in writing, and following such notification, the parties shall confer on bow to handle such third party proceeding. The parties acknowledge that for revocation proceedings, Cheil, in accordance with the Cheil License Agreement, shall have the first right, but not the obligation, at Cheil’s cost and expense, to: (a) defend such revocation proceedings or (b) in Cheil’s sole good faith discretion, settle such revocation proceedings with such third party. All such actions defended pursuant to this Section 6.3(i) shall be in Cheil’s own name and entirely under its own direction and control. At Cheil’s cost and expense, InterCell and VaccGen will reasonably assist Cheil in such proceedings if so requested by ▇▇▇▇!, and will lend its name to such proceedings if requested by Cheil or required by law. Notwithstanding the foregoing, InterCell and VaccGen shall have the right to participate and be represented in any such proceedings by their own counsel at their own cost and expense. (ii) If Cheil elects :lot to defend or settle any proceedings for revocation described in Section 6.3(i) within [***] after becoming aware of the proceeding, then VaccGen shall have the right, but not the obligation, to defend or settle such proceedings at its own cost and expense and entirely under its own direction and control. At VaccGen’s cost and expense, InterCell will reasonably assist VaccGen in such proceedings if so requested by VaccGen or required by law. Notwithstanding the foregoing, InterCell shall have the right to participate and be represented in any such proceedings by its own counsel at its own expense.