Common use of Reasonable Provisions Clause in Contracts

Reasonable Provisions. The parties agree that neither of them is entering into this Agreement with the anticipation that any Challenges will be instituted or made by Licensee or any of its Sublicensees against TSRI, and consequently the amount of annual license fees, Milestone payments, Royalties and Sublicense Payments reflect that understanding. Licensee and TSRI further agree that if the parties did expect that such Challenges would be made against TSRI, the annual license fees, Milestone payments, Royalties and Sublicense Payments would have been higher. Accordingly, the parties agree that the provisions for increasing the amounts set forth in Section 4.5.1 are reasonable and reflect a mutual adjustment of certain financial provisions of this Agreement to accommodate those situations in which an unsuccessful Challenge is made against TSRI instead of increasing those amounts in this Agreement as of the Effective Date.

Reasonable Provisions. The parties agree that neither of them is entering into this Agreement with the anticipation that any Challenges will be instituted or made by Licensee or any of its Sublicensees against TSRI, and consequently the amount of annual license fees, Milestone payments, Royalties percentage rates for royalties and Sublicense Payments the other financial terms and conditions herein reflect that understanding. Licensee and TSRI further agree that if the parties did expect that such Challenges would be made against TSRI, the annual license fees, Milestone payments, Royalties percentage rates for royalties and Sublicense Payments the other financial terms and conditions herein would have been be significantly higher. Accordingly, the parties agree that the provisions for increasing the percentage rates for royalties and the other amounts set forth specified in Section 4.5.1 3.5.1 and the other provisions of this Section 3.5 are reasonable and reflect a mutual adjustment of certain financial provisions of this Agreement to accommodate those situations in which an unsuccessful a Challenge is made against TSRI instead in lieu of increasing those amounts in the percentage rates for royalties and the other financial terms and conditions of this Agreement as of the Effective Date.