Defensive Termination. In the event Licensee or any Licensee Affiliate initiates or maintains or in any other way participates in, directly or indirectly via a third party, an Assertion against Sisvel or a Patent Owner and/or its Affiliates related to a Patent that is alleged to be an Essential Patent, or that is believed in Sisvel’s or such Patent Owner’s reasonable judgment to be an Essential Patent, and Licensee and/or Licensee Affiliate has refused or should be reasonably regarded as having refused to grant the Sisvel or relevant Patent Owner and/or its Affiliates a license on a reciprocal basis under such Patent upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of withdrawal of its and its Affiliates’ Licensed Patents from the license granted under Section 2.2. Upon receipt of notice of such withdrawal, Licensor shall promptly notify Licensee and permit Licensee thirty (30) days to fully dismiss with prejudice such Assertion, or have the relevant Licensee Affiliate or third party fully dismiss with prejudice such Assertion, in writing. If Licensee does not, or does not ensure that the relevant Licensee Affiliate or third party, fully dismiss with prejudice such Assertion within such thirty (30) day period, then Licensor may withdraw Sisvel or such Patent Owner’s and its Affiliates’ Licensed Patent(s) from the scope of the license granted to Licensee and Licensee’s Affiliates under Section 2.2 with immediate effect, which Licensor will communicate to Licensee accordingly. If Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2, Licensor will provide Licensee with an updated illustrative list of Licensed Patents in Exhibit E, reflecting the removal of such Sisvel or Patent Owner and its respective listed Licensed Patents.
Defensive Termination. (i) In the event that a Licensee initiates or prosecutes an Offensive Patent Proceeding (as the case may be) against a Non-Assertion Entity to which one or more Triggered Patents have been Transferred (whether or not such Non-Assertion Entity is a LOT User), then such Non-Assertion Entity shall, subject to the provisions of clause (ii) below, have the option to terminate the License granted to such Licensee (under Section 1.1(a)(i) only) with respect to the Triggered Patents that have been Transferred to such Non-Assertion Entity. If such Non- Assertion Entity is not a LOT User, it shall be an intended third party beneficiary of this LOT Agreement to the extent necessary to effect the termination set forth in the preceding sentence and to reinstate the terminated licenses in its discretion in accordance with clause (ii) below.
(ii) The right of a Non-Assertion Entity to which one or more Triggered Patents have been Transferred (a “Terminating Entity”) to terminate set forth in clause (i) above shall be conditioned upon such Terminating Entity giving written notice to the applicable Licensee of its intent to terminate and failure by such Licensee to dismiss, otherwise terminate or withdraw its Offensive Patent Proceeding within thirty (30) days after receiving such notice. In the event such Licensee does not dismiss, otherwise terminate or withdraw such Offensive Patent Proceeding within thirty (30) days of receiving such notice, such termination shall be effective as of the date of receipt of the original written notice and shall be prospective only. Any such termination under clause (i) shall be effective unless and until the Terminating Entity elects in its sole discretion to reinstate the terminated license going forward, on such terms and conditions as such Terminating Entity may specify in writing.
Defensive Termination. The Limited Technology Patent License (except with respect to Microsoft’s implementing services for, and providing services to, Yahoo! and its Authorized Affiliates) and the Optional Patent License (if it is acquired by Microsoft) are conditioned on Microsoft and its Affiliates not filing any judicial or administrative action for patent infringement against [*]. In the event of such an action, Yahoo! has the right to terminate the Optional Patent License and the Limited Technology Patent License (“Defensive Termination”). Upon any such Defensive Termination, and notwithstanding the licenses granted in Sections 2.3 and 2.4, Yahoo! shall have the same rights and remedies as Microsoft with respect to any patent infringement claim, including the right to seek damages for past infringement. Defensive Termination by Yahoo! shall not affect the Search Agreement or the performance or obligations of Microsoft thereunder.
Defensive Termination. 7.3.1 If one Party (“Asserting Party”) files a lawsuit for Patent infringement against the other Party for Party Activities within the Term (or against a Distributor of the other Party for Distributor Activities within the Term or against a Customer of the other Party for use of a Covered Product or Excluded Product during the Term), such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.
7.3.2 If one Party (“Asserting Party”) files a lawsuit for Patent infringement against the other Party for Party Activities within 5 years following the Term (or against a Distributor of the other Party for Distributor Activities within 5 years following the Term or against a Customer of the other Party for use of a Covered Product received within 5 years following the Term), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party. *** Portion for which confidential treatment requested. Microsoft — Novell CONFIDENTIAL Patent Cooperation Agreement November 2, 2006
Defensive Termination. 7.3.1 If one Party (“Asserting Party”) files a lawsuit: (or similar proceeding—e.g., an arbitration or administrative proceeding) for Patent infringement against the other Party for Party Activities occurring during the Term (or against a Distributor of the other Party for Distributor Activities occurring [*** Confidential Treatment Requested] during the Term or against a Customer of the other Party for use during the Term of a specific copy of a Covered Product or Excluded Product (other than a copy of an Excluded Product with respect to which the other Party did not receive Revenue)), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.
7.3.2 If one Party (“Asserting Party”) files a lawsuit (or similar proceeding—e.g., an arbitration or administrative proceeding) for Patent infringement against the other Party for Party Activities occurring within five (5) years following the Term (or against a Distributor of the other Party for Distributor Activities within five (5) years following the Term or against a Customer of the other Party for use of a Covered Product received within five (5) years following the Term), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.
Defensive Termination. 7.3.1 If one Party (“Asserting Party”) files a lawsuit: (or similar proceeding—e.g., an arbitration or administrative proceeding) for Patent infringement against the other Party for Party Activities occurring during the Term (or against a Distributor of the other Party for Distributor Activities occurring during the Term or against a Customer of the other Party for use during the Term of a specific copy of a Covered Product or Excluded Product (other than a copy of an Excluded Product with respect to which the other Party did not receive Revenue)), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.
7.3.2 If one Party (“Asserting Party”) files a lawsuit (or similar proceeding—e.g., an arbitration or administrative proceeding) for Patent infringement against the other Party for Party Activities occurring within five (5) years following the Term (or against a Distributor of the other Party for Distributor Activities within five (5) years following the Term or against a Customer of the other Party for use of a Covered Product received within five (5) years following the Term), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.
Defensive Termination. If at any time Emulex [**]
Defensive Termination. If not prohibited by either: (i) the license covering any pre-existing materials included in any of the Software or Copyrightable Materials, or (ii) the Open Source License or the Open Copyright License to be used with any of the Software or Copyrightable Materials, either Party may include a defensive termination provision in such Open Source License or the Open Copyright License. Under such a provision, a Party can terminate or suspend any of the intellectual property rights granted in such Open Source License or the Open Copyright License to a third party if: (a) any intellectual property infringement claim or legal action is instituted by the third party against a Party; or (b) any claim or legal action alleging that the Software or Copyrightable Materials infringe any intellectual property rights is instituted by the third party against any licensees of the Software or Copyrightable Materials.
Defensive Termination. In the event Licensee or any Licensee Affiliate initiates or maintains or in any other way participates in, directly or indirectly via a third party, an Assertion against Sisvel or a Patent Owner and/or its Affiliates related to a Patent that is alleged to be an Essential Patent, Žƌ ƚŚĂƚ ŝƐ ďĞůŝĞǀĞĚ ŝŶ ^ŝƐǀĞů͛Ɛ Žƌ to be an Essential Patent, and Licensee and/or Licensee Affiliate has refused or should be reasonably regarded as having refused to grant the Sisvel or relevant Patent Owner and/or its Affiliates a license on a reciprocal basis under such Patent upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of withdrawal of its ĂŶĚ ŝƚƐ ĨĨŝůŝĂƚĞƐ͛ >ŝĐĞŶƐĞĚ WĂ2.ƚ2. ĞUpŶonƚreƐce ipĨt ƌŽŵ of notice of such withdrawal, Licensor shall promptly notify Licensee and permit Licensee thirty (30) days to fully dismiss with prejudice such Assertion, or have the relevant Licensee Affiliate or third party fully dismiss with prejudice such Assertion, in writing. If Licensee does not, or does not ensure that the relevant Licensee Affiliate or third party, fully dismiss with prejudice such Assertion within such thirty (30) day period, then Licensor may withdraw Sisvel or ƐƵĐŚ WĂƚĞŶƚ KǁŶĞƌ͛Ɛ ĂŶĚ ŝƚƐ ĨĨŝůŝĂƚĞƐ͛ ŐƌĂŶƚĞĚ ƚŽ >ŝĐĞŶƐĞĞ ĂŶĚ >2.2ŝwĐithĞimŶmƐedĞiaĞte͛efƐfec t, whĨichĨŝůŝĂ Licensor will communicate to Licensee accordingly. If Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2, Licensor will provide Licensee with an updated illustrative list of Licensed Patents in Exhibit E, reflecting the removal of such Sisvel or Patent Owner and its respective listed Licensed Patents.
Defensive Termination. Notwithstanding anything to the contrary herein, a Member may terminate its license grant under Section 5.1 upon written notice to UCF in the event that any other Member or its Affiliates, or third party licensee of UCF asserts a claim of patent infringement against such Member with respect to the Necessary Claims, unless the Member, the Affiliate, or third party licensee of UCF asserting such claim fully withdraws such claim within ten (10) days of initially asserting such claim.
