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 or has third parties initiate an Assertion against a Patent Owner and/or its Affiliates related to a Licensee Wi-Fi Essential Patent, and Licensee and/or Licensee Affiliate has refused or should be reasonably regarded as having refused to grant the relevant Patent Owner and/or its Affiliates a license on a reciprocal basis under such Licensee Wi-Fi Essential Patents upon which the Assertion is based, then such Patent Owner may provide written notice to Licensor of termination of the rights granted to Licensee under the Licensed Patents and Legacy CNS Patents it Holds. Upon receipt of notice of such termination, Licensor shall promptly notify Licensee (“Notice Of Termination”) and permit Licensee thirty (30) days to withdraw its Assertion in writing. If Licensee does not withdraw with prejudice its Assertion within thirty (30) days from the Notice Of Termination, then Licensor shall terminate, effective from the Notice Of Termination’s date, the rights granted under the Licensed Patent(s) and Legacy CNS Patent(s) such Patent Owner Holds, which Licensor shall communicate to Licensee accordingly. Following any such termination, Licensor shall provide Licensee with an updated illustrative list of Licensed Patents in Exhibit E, reflecting the removal of such 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 in, directly or has indirectly via a third parties initiate party, an Assertion against Sisvel or a Patent Owner and/or its Affiliates related to a Licensee Wi-Fi 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 Licensee Wi-Fi Essential Patents Patent upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of termination withdrawal of the rights granted to Licensee under the its and its Affiliates’ Licensed Patents and Legacy CNS Patents it Holdsfrom the license granted under Section 2.2. Upon receipt of notice of such terminationwithdrawal, Licensor shall promptly notify Licensee (“Notice Of Termination”) and permit Licensee thirty (30) days to withdraw its Assertion 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 withdraw ensure that the relevant Licensee Affiliate or third party, fully dismiss with prejudice its such Assertion within such thirty (30) days from the Notice Of Terminationday period, then Licensor shall terminate, effective from the Notice Of Terminationmay withdraw Sisvel or such Patent Owner’s date, the rights granted under the and its Affiliates’ Licensed Patent(s) from the scope of the license granted to Licensee and Legacy CNS Patent(s) such Patent Owner HoldsLicensee’s Affiliates under Section 2.2 with immediate effect, which Licensor shall will communicate to Licensee accordingly. Following any such terminationIf Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2, Licensor shall 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. 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 or has third parties initiate an Assertion against a Patent Owner and/or its Affiliates related to a Licensee Wi-Fi Essential Patent, and Licensee and/or Licensee Affiliate has refused or should be reasonably regarded as having refused to grant the relevant Patent Owner and/or its Affiliates a license on a reciprocal basis under such Licensee Wi-Fi Essential Patents upon which the Assertion is based, then such Patent Owner may provide written notice to Licensor of termination of the rights granted to Licensee under the Licensed Patents and Legacy CNS Patents it Holds. Upon receipt of notice of such termination, Licensor shall promptly notify Licensee (“Notice Of Termination”) and permit Licensee thirty (30) days to withdraw its Assertion in writing. If Licensee does not withdraw with prejudice its Assertion within thirty (30) days from the Notice Of Termination, then Licensor shall terminate, effective from the Notice Of Termination’s date, the rights granted under the Licensed Patent(s) and Legacy CNS Patent(s) such Patent Owner Holds, which Licensor shall communicate to Licensee accordingly. Following any such termination, Licensor shall provide Licensee with an updated illustrative list of Licensed Patents in Exhibit EB, reflecting the removal of such 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 in, directly or has indirectly via a third parties initiate party, an Assertion against Sisvel or a Patent Owner and/or its Affiliates related to a Licensee Wi-Fi 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 Licensee Wi-Fi Essential Patents Patent upon which the Assertion is based, then such Sisvel or Patent Owner may provide written notice to Licensor of termination withdrawal of the rights granted to Licensee under the its and its Affiliates’ Licensed Patents and Legacy CNS Patents it Holdsfrom the license granted under Section 2.2. Upon receipt of notice of such terminationwithdrawal, Licensor shall promptly notify Licensee (“Notice Of Termination”) and permit Licensee thirty (30) days to withdraw its Assertion 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 withdraw ensure that the relevant Licensee Affiliate or third party, fully dismiss with prejudice its such Assertion within such thirty (30) days from the Notice Of Terminationday period, then Licensor shall terminate, effective from the Notice Of Terminationmay withdraw Sisvel or such Patent Owner’s date, the rights granted under the and its Affiliates’ Licensed Patent(s) from the scope of the license granted to Licensee and Legacy CNS Patent(s) such Patent Owner HoldsLicensee’s Affiliates under Section 2.2 with immediate effect, which Licensor shall will communicate to Licensee accordingly. Following any such terminationIf Licensed Patents of Sisvel or a particular Patent Owner are withdrawn from the rights granted to Licensee under Section 2.2, Licensor shall 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. For clarity, in such event, there shall be no adjustment of the Compensation.