Common use of Termination for Patent Challenge Clause in Contracts

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).

Termination for Patent Challenge. Nanobiotix shall have Except to the right to extent the following is unenforceable under the Laws of a particular jurisdiction in the Territory or as otherwise provided in this Section 12.3(b) (Termination for Patent Challenge), Landos may terminate this Agreement with immediate effect by giving upon written notice to Lian if Lian Lian, its Affiliates, or its Affiliates Sublicensees, individually or Sublicensees bring in association with any other person or join any challenge to entity, commences a legal action challenging the validity validity, enforceability, or enforceability scope of any Nanobiotix Licensed Patent Rights in a court or other governmental agency of competent jurisdiction in the Territory, including a reexamination or opposition proceeding (a “Patent Challenge”); provided that, if Lian or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] days after being requested to do so by Landos in writing (which termination notice will be deemed a request), then Landos will have no right to terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge). In addition, and notwithstanding any provision to the contrary set forth in this Agreement, Landos may not terminate this Agreement pursuant to this Section 12.3(b) (Termination for Patent Challenge) (i) if Lian or its Affiliate or Sublicensee is required by legal process to be joined as a party in any Patent Challenge by a Third Party, or (ii) with respect to: (A) any affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by Lian, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, Landos, (B) any Patent Challenge to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Lian or any of its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase, or otherwise; provided that such proceeding commenced prior to the closing of such acquisition, or (C) any Patent Challenge that is commenced by a Sublicensee; provided that Lian demands that such Sublicensee withdraw such Patent Challenge promptly after Lian becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within [***] days after receipt of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within [***] days after Nanobiotix’s notice to Lian under this Section 14.2(d).

Termination for Patent Challenge. Nanobiotix shall have In the right to terminate this Agreement with immediate effect event of a Patent Challenge by giving written notice to Lian if Lian Pyxis or its Affiliates or Sublicensees bring or join any challenge Sublicensee, LCB may, in its sole discretion, as and to the validity extent permissible under applicable law, elect to terminate the Agreement in whole or enforceability in part with respect to the Patent Rights that are the subject of any Nanobiotix Patent (a “the Patent Challenge”, upon [***] notice in writing to Pyxis, such termination to take effect immediately following such notice period; provided that if Pyxis or its Affiliate or Sublicensee withdraws (or causes to be withdrawn) such Patent Challenge within [***] after being requested to do so by LCB in writing (which termination notice will be deemed a request), then LCB will have no right to terminate the licenses under the Agreement with respect to such Patent Rights pursuant to this Section 10.2(d) (Termination for Patent Challenge). In addition, notwithstanding the foregoing, LCB will have no right to terminate the relevant licenses under the relevant Patent Rights under the Agreement pursuant to this Section 10.2(d) (Termination for Patent Challenge) with respect to: (i) any affirmative defense or other validity, enforceability, or non-infringement challenge, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by Pyxis, or any of its Affiliates or Sublicensees in response to any claim or action brought in the first instance by, or on behalf of, LCB, (ii) any Patent Challenge that is commenced by a Sublicensee, provided that Pyxis demands that such Sublicensee withdraw such Patent Challenge promptly after Pyxis becomes aware of such Patent Challenge and terminates the sublicense agreement with the applicable Sublicensee if such Sublicensee does not withdraw such Patent Challenge within [***]] days after receipt of written notice from NanobiotixPyxis; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (Biii) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within Third Party [***] days after Nanobiotix’s notice or more prior to Lian under this Section 14.2(d).the initial written indication of interest that results in such Third Party becoming an Affiliate of Pyxis as a result of a Change of Control of Pyxis or such Third Party as long as Pyxis or such Third Party, its Affiliates and their sublicensees, as applicable, institute commercially reasonable safeguards or firewalls between the personnel and advisors assisting or working on such Patent Challenge and personnel and advisors assisting or working on any Licensed Product or ROFN Eligible Product so that personnel and advisors assisting or working on such Patent Challenge do not have access to or knowledge of, and may not use, LCB IP or Arising IP;

Termination for Patent Challenge. Nanobiotix shall have the right to will not apply to, and Sol-Gel may not terminate this Agreement with immediate effect respect to, (a) any affirmative defense or other validity, enforceability, or non-infringement challenge with respect to a Licensed Patent Right, whether in the same action or in any other agency or forum of competent jurisdiction, advanced by giving written notice a Galderma Entity in response to Lian if Lian any claim or its Affiliates action for patent infringement with respect to such Licensed Patent Right brought in the first instance by or Sublicensees bring on behalf of a Sol-Gel Entity or join any challenge Third Party designated by a Sol-Gel Entity to the validity initiate such claim or enforceability of action; (b) any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided claim or proceeding that (i) would otherwise be a Patent Challenge does not include Lian’s hereunder to the extent commenced by a Third Party that after the Effective Date becomes an Affiliate of Galderma during the Term as a result of a change of control, merger, or its Affiliates’ acquisition of, with, or its Sublicensees by Galderma, provided that such claim or proceeding commenced prior to the closing of such change of control, merger, or acquisition; (Ac) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that is commenced by a sublicensee of Galderma hereunder if Galderma (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1i) causes such Patent Challenge to be terminated withdrawn, terminated, or dismissed (or in the case of ex-parte ex‑parte proceedings, multi-party proceedings, multi‑party proceedings or other Patent Challenges in which the challenging party Galderma does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), ) or (2ii) terminates such Sublicenseesublicensee’s sublicense to the Patents Licensed Patent Right(s) being challenged by the Sublicenseesublicensee, in each case, case ((i) and (ii)) within [***] ninety (90) days after NanobiotixSol-Gel’s notice to Lian Galderma under this Section 14.2(d13.06 (Termination for Patent Challenge); (d) any Patent Challenge required to be commenced pursuant to a government order or applicable Law; or (e) the provision of documents or testimony in response to any court order in a valid legal process.

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian If Neurocrine or any of its Affiliates files, assists a Third Party in filing, or Sublicensees joins a Third Party in filing or maintaining, a Patent Challenge of any Patent Right Controlled by Takeda that Covers any Licensed Product, then Takeda may terminate this Agreement with respect to the Target Classes for all Licensed Products Covered by such Patent Right by providing written notice of such termination to Neurocrine. This Section 13.3.1(b) 65 (Termination for Patent Challenge) will not apply to any such Patent Challenge that is first made by Neurocrine or any of its Affiliates in defense of a claim of patent infringement brought by Nanobiotix ▇▇▇▇▇▇ under the applicable Patents or Patent Right, and with respect to any Sublicensee, Takeda will not have the right to terminate this Agreement under this Section 13.3.1(b) (Termination for Patent Challenge, ) with respect to any Licensed Product if Neurocrine (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1i) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-ex parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party Neurocrine does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), ) or (2ii) terminates such Sublicensee’s sublicense to the Patents Patent Rights being challenged by the Sublicensee, in each case, within [***] days after Nanobiotixof Takeda’s notice to Lian Neurocrine under this Section 14.2(d13.3.1(b) (Termination for Patent Challenge).

Termination for Patent Challenge. Nanobiotix shall have the right to terminate this Agreement with immediate effect by giving written notice to Lian if Lian or its Affiliates or Sublicensees bring or join any challenge to the validity or enforceability of any Nanobiotix Patent (a “Patent Challenge”) and does not withdraw such Patent Challenge within [***] days of written notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian If Neurocrine or any of its Affiliates files, assists a Third Party in filing, or Sublicensees joins a Third Party in filing or maintaining, a Patent Challenge of any Patent Right Controlled by Takeda that Covers any Licensed Product, then Takeda may terminate this Agreement with respect to the Target Classes for all Licensed Products Covered by such Patent Right by providing written notice of such termination to Neurocrine. This Section 14.3.1(b) (Termination for Patent Challenge) will not apply to any such Patent Challenge that is first made by Neurocrine or any of its Affiliates in defense of a claim of patent infringement brought by Nanobiotix Takeda under the applicable Patents or Patent Right, and with respect to any Sublicensee, Takeda will not have the right to terminate this Agreement under this Section 14.3.1(b) (Termination for Patent Challenge, ) with respect to any Licensed Product if Neurocrine (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1i) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-ex parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party Neurocrine does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), ) or (2ii) terminates such Sublicensee’s sublicense to the Patents Patent Rights being challenged by the Sublicensee, in each case, within [***] days after Nanobiotixof Takeda’s notice to Lian Neurocrine under this Section 14.2(d14.3.1(b) (Termination for Patent Challenge).

Termination for Patent Challenge. Nanobiotix shall have Except to the right to terminate this Agreement with immediate effect by giving written notice to Lian extent the following is unenforceable under the Applicable Laws of a particular jurisdiction in the Territory, if Lian Takeda or any of its Affiliates files, assists a Third Party in filing, or Sublicensees bring joins a Third Party in filing or join any maintaining, a patent challenge to the validity or enforceability of any Nanobiotix Patent Right Controlled by ▇▇▇▇▇ that Covers any Licensed Product (a “Patent Challenge”) ), and does not withdraw (or cease assisting, in the case of a Third Party filing) such Patent Challenge within [***] days after receipt of written notice from Nanobiotix; provided that (iKeros, then Keros may terminate this Agreement. This Section 9.2(g) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall will not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees Takeda in defense of a claim of patent infringement brought by Nanobiotix ▇▇▇▇▇ under the applicable Patents or Patent Right, and with respect to any Patent ChallengeSublicensee, ▇▇▇▇▇ will not have the right to terminate under this Section 9.2(g) if Takeda (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1x) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2y) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicenseesublicense, in each case, case within [***] days after Nanobiotixof Keros’s notice to Lian Takeda under this Section 14.2(d9.2(g).. Notwithstanding the foregoing, ▇▇▇▇▇ will not have the right to terminate under this Section 9.2(g) as a result of (i) any Action that would otherwise be a Patent Challenge hereunder to the extent commenced by a Third Party that after the Effective Date acquires or is acquired by Takeda or its Affiliates or its other business assets, whether by stock purchase, merger, asset purchase or otherwise, provided that such Action was commenced prior to the closing of such acquisition; (ii) any Action by a licensor of a product licensed by Takeda for which the licensor has an existing challenge as of the date of the grant of such license, whether in a court or administrative proceeding, against a Patent Right Controlled by ▇▇▇▇▇; (iii) any Patent Challenge required to be commenced pursuant to an order of a Governmental Authority or Applicable Laws; (iv) challenges by an open forum entity or other industry group in which Takeda or its Affiliates or Sublicensees do not direct or control the action of such entity; (v) general activities not specifically directed to a particular Patent Right, such as amicus briefs on cases not involving a Patent Right Controlled by ▇▇▇▇▇;

Termination for Patent Challenge. Nanobiotix AMAG shall have the right to terminate this Agreement with immediate effect by giving upon written notice to Lian Takeda, effective upon receipt, if Lian (a) Takeda or any of its Affiliates Affiliates, directly or Sublicensees bring indirectly: (i) initiates or join requests an interference, opposition proceeding or request for ex parte or inter parties reexamination with respect to any AMAG Patent, or (ii) makes, files or maintains any claim, demand, lawsuit or cause of action to challenge to the validity or enforceability of any Nanobiotix an AMAG Patent (each, a “Patent Challenge”), or (b) and does not withdraw a sublicensee of Takeda (or an Affiliate of such sublicensee) undertakes a Patent Challenge within and Takeda fails to terminate the applicable sublicenses in accordance with Section 2.1(c), provided that for any such proceeding that can be terminated by Takeda after initiation, AMAG provides Takeda with [***] days of written INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. a notice from Nanobiotix; provided that (i) a Patent Challenge does not include Lian’s or its Affiliates’ or its Sublicensees (A) responding to compulsory discovery, subpoenas or other requests for information in a judicial or arbitration proceeding or (B) complying with any Applicable Law or a court order; and (ii) the foregoing right of termination shall not apply with respect to any Patent Challenge that (I) is first made by Lian or any of its Affiliates or Sublicensees in defense of a claim of patent infringement brought by Nanobiotix under the applicable Patents or any Patent Challenge, (II) was brought by an acquirer of Lian prior to the effective date of such Change of Control, or (III) is brought by any non-Affiliate Sublicensee if Lian (1) causes such Patent Challenge to be terminated or dismissed (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges in which the challenging party does not have the power to unilaterally cause the Patent Challenge to be withdrawn, causes such Sublicensee to withdraw as a party from such Patent Challenge and to cease actively assisting any other party to such Patent Challenge), or (2) terminates such Sublicensee’s sublicense to the Patents being challenged by the Sublicensee, in each case, within at least [***] days after Nanobiotix’s notice prior to Lian such termination and Takeda does not within such [***] period withdraw and terminate such Patent Challenge. If Takeda or its Affiliates or sublicensees withdraw such Patent Challenge and such proceeding is terminated within such [***] period, then AMAG shall have no right to terminate under this Section 14.2(d)13.4.