Consequences of Assertion. If Nikon or any of its Subsidiaries Sues ASML, Zeiss SMT, their respective Subsidiaries, or any of their respective vendors or Covered Entities, for direct or indirect infringement (including inducement of infringement or contributory infringement) of any Excluded Nikon Patent based on any activity that would be covered by a license or immunity under this Agreement if such Excluded Nikon Patent were included within the Nikon Licensed Patents, then ASML shall have the right to terminate (a) at any time after the end of the Withdrawal Period (as defined below), if applicable, or (b) if no Withdrawal Period is applicable, at any time thereafter, all of the licenses, immunities, and other commitments granted and extended by ASML and its Subsidiaries to Nikon and its Subsidiaries and their respective Covered Entities, vendors, and Glass Suppliers under this Agreement (a “FULL RIGHTS TERMINATION”) upon written notice to Nikon, provided, however, that ASML shall have no right to initiate or effect such Full Rights Termination (i) in the cases expressly set forth in Section 2.8.5, or (ii) if Nikon or its Subsidiary notifies ASML in writing of the existence of such Suit and together with such notice provides to ASML copies of the initial court filing made by Nikon or its Subsidiary in connection with such Suit within thirty (30) days of the filing of any legal action, and Nikon or its Subsidiary takes, within two (2) months after Nikon’s or its Subsidiary’s receipt of a written response by ASML to such notice stating ASML’s good faith belief that such Suit is within the scope of this Section 2.8.4 and the reasons therefor (the “WITHDRAWAL PERIOD”), all actions required on its part to withdraw such Suit completely. Such Full Rights Termination shall have no effect on the licenses, immunities and other commitments granted or extended to ASML, its Subsidiaries, Covered Entities, vendors and Glass Suppliers by Nikon and its Subsidiaries as set forth in this Agreement.
