Common use of Royalty Increase Clause in Contracts

Royalty Increase. Notwithstanding Section 3.3, in the event Licensee, an Affiliate, or a Sublicensee directly or indirectly initiates any action or proceeding in or before any court or patent office alleging that (i) any of the Licensed Patent Rights are invalid or unenforceable, or (ii) no royalties, Sublicense Payments, milestone payments, patent costs or other monies are due or required to be paid to TSRI under this Agreement because some or all of the Licensed Patent Rights are invalid or unenforceable (collectively “Challenges”), the royalty rates specified in Section 3.3 shall be increased to the following rates: [***]; provided, however, that such increase shall only be applied to a Licensed Product and/or a Licensed Process covered by the Licensed Patent Right(s) that are the subject of such Challenge (and shall not be applied, for the avoidance of doubt, to a Licensed Product and/or a Licensed Process that is covered by Licensed Patent Rights that are not the subject of such Challenge). Any such increase shall be effective during the pendency of such Challenge from the date Licensee first initiates such Challenge, and thereafter during the term of the Agreement, provided that at least one (1) claim that covers such Licensed Product or Licensed Process within the Licensed Patent Rights being Challenged is held to be valid and enforceable as a result of such Challenge. Licensee (i) agrees that [***].