Common use of Defensive Suspension Clause in Contracts

Defensive Suspension. If Executing Entity or its Affiliate: (i) initiates or becomes an adverse party to a legal action against a Licensor (or its Affiliate(s)) for patent infringement involving an Evaluation Licensed Component, Evaluation Licensed Product, Licensed Component, Licensed Production/Test Tools, Robust Inactive Product, Licensed Product, Evaluation AACS Online Service, AACS Online Service Component or AACS Online Service based on a Necessary Claim or a Relatively Necessary Claim of Executing Entity or its Affiliate; or (ii) breaches Section 2.6.5; then such Licensor alone or with some or all of its Affiliates, at Licensor’s option, may suspend its or their license and covenant under this Section 2.3.2 with respect to Executing Entity and its Affiliates; provided, that if such cause of action relates to a Relatively Necessary Claim, such Licensor and its Affiliates must first indicate in writing their willingness to license their Relatively Necessary Claims to Executing Entity and its Affiliates under reasonable and non- discriminatory license terms for any Evaluation Licensed Component, Evaluation Licensed Product, Licensed Component, Licensed Production/Test Tools, Robust Inactive Product, Licensed Product, Evaluation AACS Online Service, AACS Online Service, distributed by Executing Entity or its Affiliates at or prior to the time of the legal action.

Defensive Suspension. If Executing Entity or any of its Affiliate: Affiliates (whether identified pursuant to Section 10.12.1 or not) (i) initiates or becomes an adverse party to a legal action against a Licensor (or its Affiliate(s)) for patent infringement involving an Evaluation Licensed Component, Evaluation Licensed Product, Licensed Component, Licensed Production/Test Tools, Robust Inactive Product, Licensed Product, Licensed Production/Test Tool, Evaluation AACS Online Service, AACS Online Service Component or AACS Online Service based on a Necessary Claim or a Relatively Necessary Claim of Executing Entity or its Affiliate; Affiliate or (ii) breaches Section 2.6.5; then , such Licensor alone or with some or all of its Affiliates, at Licensor’s option, may suspend its or their license and covenant licenses under this Section 2.3.2 2.2 with respect to Executing Entity and its Affiliates; provided, provided that if such cause of action relates to a Relatively Necessary Claim, such Licensor and its Affiliates must first indicate in writing their willingness to license their Relatively Necessary Claims to Executing Entity and its Affiliates under reasonable and non- discriminatory license terms for any Evaluation Licensed Component, Evaluation Licensed Product, Licensed Component, Licensed Production/Test Tools, Robust Inactive Product, Licensed Product, Evaluation AACS Online Service, AACS Online Serviceor Licensed Production/Test Tool, distributed by such Executing Entity or its Affiliates at or prior to the time of the legal action.