Common use of Defensive Termination Clause in Contracts

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 If Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2, Licensor will provide Licensee with an updated illustrative list of Licensed Patents in Exhibit E,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. In the event Licensee or any Licensee Affiliate initiates or maintains or in any other way participates in, directly in or indirectly via a has third party, parties initiate 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 Licensee Wi-Fi 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 Licensee Wi-Fi Essential Patents upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of withdrawal termination of its and its Affiliates’ the rights granted to Licensee under the Licensed Patents from the license granted under Section 2.2and Legacy CNS Patents it Holds. Upon receipt of notice of such withdrawaltermination, Licensor shall promptly notify Licensee (“Notice Of Termination”) 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, withdraw its Assertion in writing. If Licensee does not, or does not ensure that the relevant Licensee Affiliate or third party, fully dismiss withdraw with prejudice such its Assertion within such thirty (30) day perioddays from the Notice Of Termination, then Licensor may withdraw Sisvel or such Patent Ownershall terminate, effective from the Notice Of Termination’s and its Affiliates’ date, the rights granted under the Licensed Patent(s) from the scope of the license granted to Licensee and Licensee’s Affiliates under Section 2.2 with immediate effectLegacy CNS Patent(s) such Patent Owner Holds, which Licensor will shall communicate to Licensee accordingly. If Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2Following any such termination, Licensor will shall 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. For clarity, in such event, there shall be no adjustment of the Compensation.

Defensive Termination. In the event Licensee or any Licensee Affiliate initiates or maintains or in any other way participates in, directly in or indirectly via a has third party, parties initiate 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 Licensee Wi-Fi 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 Licensee Wi-Fi Essential Patents upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of withdrawal termination of its and its Affiliates’ the rights granted to Licensee under the Licensed Patents from the license granted under Section 2.2and Legacy CNS Patents it Holds. Upon receipt of notice of such withdrawaltermination, Licensor shall promptly notify Licensee (“Notice Of Termination”) 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, withdraw its Assertion in writing. If Licensee does not, or does not ensure that the relevant Licensee Affiliate or third party, fully dismiss withdraw with prejudice such its Assertion within such thirty (30) day perioddays from the Notice Of Termination, then Licensor may withdraw Sisvel or such Patent Ownershall terminate, effective from the Notice Of Termination’s and its Affiliates’ date, the rights granted under the Licensed Patent(s) from the scope of the license granted to Licensee and Licensee’s Affiliates under Section 2.2 with immediate effectLegacy CNS Patent(s) such Patent Owner Holds, which Licensor will shall communicate to Licensee accordingly. If Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2Following any such termination, Licensor will shall provide Licensee with an updated illustrative list of Licensed Patents in Exhibit EB, reflecting the removal of such Sisvel or Patent Owner and its respective listed Licensed Patents. For clarity, in such event, there shall be no adjustment of the Compensation.

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 EC, reflecting the removal of such Sisvel or Patent Owner and its respective listed Licensed Patents.