Minority Interests. When two or more AACS Founders, Adopters, Content Providers, Fellow Content Participants and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Adopter, Fellow Content Participant, Content Provider and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Adopter, Fellow Content Participant, Content Provider and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations: 2.8.1 In the event that a Jointly Owned Party does not offer a patent license under reasonable and non-discriminatory terms (for avoidance of doubt, such terms need not be the same as the terms of an AACS Approved License to be considered reasonable and non-discriminatory) to a requesting Adopter, Fellow Content Provider, Fellow Content Participant or AACS Online Service Provider for the purpose of implementing AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or using AACS Technology in Licensed Production/Test Tools, or to a requesting Founder or AACS LA itself for the purpose of licensing the AACS Technology, operating the AACS key generation facility or operating an AACS Online Service, under patent claims of the Jointly Owned Party that would (if such patent claims were owned by the Joint Owner) be within the scope of the non- assertion provisions of such a Joint Owner’s agreement with AACS LA, or in the event that a Jointly Owned Party files for or is granted injunctive relief against AACS LA or a Founder, Adopter, Content Provider, Fellow Content Participant or AACS Online Service Provider (“Requesting Party”) for, as is applicable, the license of AACS Technology or the operation of the AACS key generation facility or the implementation of AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or the use of AACS Technology in Licensed Production/Test Tools, such Requesting Party may request the assistance of a Joint Owner, who shall, upon receipt of such a request, use reasonable efforts to facilitate communication among the Jointly Owned Party and the Requesting Party. 2.8.2 This provision shall not require any Founder, Adopter, Fellow Content Participant, Content Provider and/or AACS Online Service Provider to take any action to influence or affect the management or Board of Directors of any Jointly Owned Party outside of its obligation to use reasonable efforts to facilitate the establishment of communications between the Jointly Owned Party and the Requesting Party as contemplated in this Section 2.8.
Appears in 2 contracts
Samples: Aacs Content Participant Agreement, Aacs Content Participant Agreement
Minority Interests. When two or more AACS Founders, Fellow Service Providers, Adopters, Content Providers, Fellow Providers and/or Content Participants and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) % and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations:: For review only - Not for execution
2.8.1 In the event that a Jointly Owned Party does not offer a patent license under reasonable and non-discriminatory terms (for avoidance of doubt, such terms need not be the same as the terms of an AACS Approved License to be considered reasonable and non-discriminatory) to a requesting Fellow Service Provider, Adopter, Fellow Content Provider, Fellow Provider or Content Participant or AACS Online Service Provider for the purpose of implementing AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components Components, AACS Online Service Component or AACS Online Services or using AACS Technology in Licensed Production/Test Tools, or to a requesting Founder or AACS LA itself for the purpose of licensing the AACS Technology, operating the AACS key generation facility or operating an a AACS Online Service, under patent claims of the Jointly Owned Party that would (if such patent claims were owned by the Joint Owner) be within the scope of the non- non-assertion provisions of such a Joint Owner’s agreement with AACS LA, or in the event that a Jointly Owned Party files for or is granted injunctive relief against AACS LA or a Founder, Fellow Service Provider, Adopter, Content Provider, Fellow Provider or Content Participant or AACS Online Service Provider (“Requesting Party”) for, as is applicable, the license of AACS Technology or the operation of the AACS key generation facility or the implementation of AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components Components, AACS Online Service or AACS Online Services Service Components, or the use of AACS Technology in Licensed Production/Test Tools, such Requesting Party may request the assistance of a Joint Owner, who shall, upon receipt of such a request, use reasonable efforts to facilitate communication among the Jointly Owned Party and the Requesting Party.
2.8.2 This provision shall not require any Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider to take any action to influence or affect the management or Board of Directors of any Jointly Owned Party outside of its obligation to use reasonable efforts to facilitate the establishment of communications between the Jointly Owned Party and the Requesting Party as contemplated in this Section 2.8.
Appears in 1 contract
Samples: Service Provider Agreement
Minority Interests. When two or more AACS Founders, Fellow Service Providers, Adopters, Content Providers, Fellow Providers and/or Content Participants and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) % and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations:
2.8.1 In the event that a Jointly Owned Party does not offer a patent license under reasonable and non-discriminatory terms (for avoidance of doubt, such terms need not be the same as the terms of an AACS Approved License to be considered reasonable and non-discriminatory) to a requesting Fellow Service Provider, Adopter, Fellow Content Provider, Fellow Provider or Content Participant or AACS Online Service Provider for the purpose of implementing AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components Components, AACS Online Service Component or AACS Online Services or using AACS Technology in Licensed Production/Test Tools, or to a requesting Founder or AACS LA itself for the purpose of licensing the AACS Technology, operating the AACS key generation facility or operating an a AACS Online Service, under patent claims of the Jointly Owned Party that would (if such patent claims were owned by the Joint Owner) be within the scope of the non- non-assertion provisions of such a Joint Owner’s agreement with AACS LA, or in the event that a Jointly Owned Party files for or is granted injunctive relief against AACS LA or a Founder, Fellow Service Provider, Adopter, Content Provider, Fellow Provider or Content Participant or AACS Online Service Provider (“Requesting Party”) for, as is applicable, the license of AACS Technology or the operation of the AACS key generation facility or the implementation of AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components Components, AACS Online Service or AACS Online Services Service Components, or the use of AACS Technology in Licensed Production/Test Tools, such Requesting Party may request the assistance of a Joint Owner, who shall, upon receipt of such a request, use reasonable efforts to facilitate communication among the Jointly Owned Party and the Requesting Party.
2.8.2 This provision shall not require any Founder, Fellow Service Provider, Adopter, Fellow Content Participant, Participant and/or Content Provider and/or AACS Online Service Provider to take any action to influence or affect the management or Board of Directors of any Jointly Owned Party outside of its obligation to use reasonable efforts to facilitate the establishment of communications between the Jointly Owned Party and the Requesting Party as contemplated in this Section 2.8.
Appears in 1 contract
Samples: Service Provider Agreement
Minority Interests. When two or more AACS Founders, Adopters, Content ProvidersParticipants, Fellow Content Participants Providers and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations:
2.8.1 In the event that a Jointly Owned Party does not offer a patent license under reasonable and non-discriminatory terms (for avoidance of doubt, such terms need not be the same as the terms of an AACS Approved License to be considered reasonable and non-discriminatory) to a requesting Adopter, Fellow Content ProviderParticipant, Fellow Content Participant Provider or AACS Online Service Provider for the purpose of implementing AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or using AACS Technology in Licensed Production/Test Tools, or to a requesting Founder or AACS LA itself for the purpose of licensing the AACS Technology, operating the AACS key generation facility or operating an AACS Online Service, under patent claims of the Jointly Owned Party that would (if such patent claims were owned by the Joint Owner) be within the scope of the non- assertion provisions of such a Joint Owner’s agreement with AACS LA, or in the event that a Jointly Owned Party files for or is granted injunctive relief against AACS LA or a Founder, Adopter, Content ProviderParticipant, Fellow Content Participant Provider or AACS Online Service Provider (“Requesting Party”) for, as is applicable, the license of AACS Technology or the operation of the AACS key generation facility or the implementation of AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or the use of AACS Technology in Licensed Production/Test Tools, such Requesting Party may request the assistance of a Joint Owner, who shall, upon receipt of such a request, use reasonable efforts to facilitate communication among the Jointly Owned Party and the Requesting Party.
2.8.2 This provision shall not require any Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider to take any action to influence or affect the management or Board of Directors of any Jointly Owned Party outside of its obligation to use reasonable efforts to facilitate the establishment of communications between the Jointly Owned Party and the Requesting Party as contemplated in this Section 2.8.
Appears in 1 contract
Samples: Aacs Content Provider Agreement
Minority Interests. When two or more AACS Founders, Adopters, Content ProvidersParticipants, Fellow Content Participants Providers and/or AACS Online Service Providers each have an ownership interest in a third party, where and only so long as each such Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider owns a voting interest in ownership interests or securities of at least twenty percent (20%) and in aggregate between them own a voting interest in ownership interests or securities of more than fifty percent (50%), then each such Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider (a “Joint Owner”) shall be considered a Joint Owner of such third party (a “Jointly Owned Party”). Each Joint Owner, with respect to a Jointly Owned Party, shall have the following obligations:: For review only - Not for execution
2.8.1 In the event that a Jointly Owned Party does not offer a patent license under reasonable and non-discriminatory terms (for avoidance of doubt, such terms need not be the same as the terms of an AACS Approved License to be considered reasonable and non-discriminatory) to a requesting Adopter, Fellow Content ProviderParticipant, Fellow Content Participant Provider or AACS Online Service Provider for the purpose of implementing AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or using AACS Technology in Licensed Production/Test Tools, or to a requesting Founder or AACS LA itself for the purpose of licensing the AACS Technology, operating the AACS key generation facility or operating an AACS Online Service, under patent claims of the Jointly Owned Party that would (if such patent claims were owned by the Joint Owner) be within the scope of the non- assertion provisions of such a Joint Owner’s agreement with AACS LA, or in the event that a Jointly Owned Party files for or is granted injunctive relief against AACS LA or a Founder, Adopter, Content ProviderParticipant, Fellow Content Participant Provider or AACS Online Service Provider (“Requesting Party”) for, as is applicable, the license of AACS Technology or the operation of the AACS key generation facility or the implementation of AACS Technology in Licensed Products, Robust Inactive Products, Licensed Components or AACS Online Services or the use of AACS Technology in Licensed Production/Test Tools, such Requesting Party may request the assistance of a Joint Owner, who shall, upon receipt of such a request, use reasonable efforts to facilitate communication among the Jointly Owned Party and the Requesting Party.
2.8.2 This provision shall not require any Founder, Adopter, Fellow Content ParticipantProvider, Content Provider Participant and/or AACS Online Service Provider to take any action to influence or affect the management or Board of Directors of any Jointly Owned Party outside of its obligation to use reasonable efforts to facilitate the establishment of communications between the Jointly Owned Party and the Requesting Party as contemplated in this Section 2.8.
Appears in 1 contract
Samples: Aacs Content Provider Agreement