Common use of Suspension of License Clause in Contracts

Suspension of License. In the event that Instinet reasonably believes that Reuters' or its sublicensees' authorized use of any portion of the Licensed Technology hereunder may Infringe the Intellectual Property of a Third Party: (a) Instinet may give Notice to Reuters that it and its sublicenses should suspend use of any and all such portions believed to be Infringing, and Reuters shall, and shall use commercially reasonable efforts to cause its sublicensees immediately to suspend use of such portion, until Instinet reasonably satisfies itself that the Infringement risk no longer exists, and (b) Instinet may, in its sole election, (i) defend against such Infringement, (ii) modify or redesign the Licensed Technology to avoid such Infringement, or (iii) obtain a license from such Third Party to permit continued use of the Licensed Technology as permitted hereunder. If the parties reasonably agree in good faith that the Infringement is continuing, and options (i), (ii) or (iii) are not practicable, Reuters shall have the right, at its option, to (A) subject to Sections 3.3 and 3.4, modify or redesign the Licensed Technology to avoid such Infringement or (B) obtain a license from such Third Party for continued use of the Licensed Technology. If the parties reasonably agree in good faith that the Infringement is continuing, and options (A) and (B) are not practicable, Instinet may terminate the Agreement solely with respect to such Infringing portion of the Licensed Technology. Any continued use or exploitation of the Licensed Technology by Reuters or a sublicensee after receipt of Notice and/or termination pursuant to this Section 7.4 shall be at the sole risk of Reuters, and Reuters thereafter will be responsible for any and all Claims and Losses arising, assessed or incurred by Reuters and its sublicensees as a result of any actual or alleged Infringement that accrues on or after the date of such Notice or termination due to such use. (c) Sections 7.3 and 7.4 state the entire liability of Instinet, and the entire remedy of Reuters and the Reuters Parties, if any, with respect to any actual or alleged Infringement of any Third Party Intellectual Property.

Suspension of License. In If at any time during the event that Instinet reasonably believes that Reuters' term of this Agreement any third party holding at least a 20% ownership interest in STAC or its sublicensees' authorized use any SUBSIDIARY of STAC, any portion supplier to STAC, any user of the Licensed Technology hereunder may Infringe the Intellectual Property LICENSED STAC PRODUCT(S) or LICENSED STAC LZS MOTOROLA ENHANCED PRODUCT(S) or any other third party (hereinafter, collectively "Third Party Claimant") asserts a patent essential to any standard of a Third Party: (a) Instinet may give Notice to Reuters that it and its sublicenses should suspend use of any and all recognized engineering association, such portions believed to be Infringingas the ITU-C, and Reuters shallFrame Relay Forum, and shall use commercially reasonable efforts to cause its sublicensees immediately to suspend use of such portion, until Instinet reasonably satisfies itself that or the Infringement risk no longer exists, and (b) Instinet may, in its sole electionIETF, (ihereinafter "ESSENTIAL PATENTS") defend against such Infringement, (ii) modify or redesign the Licensed Technology to avoid such Infringement, or (iii) obtain a license any MOTOROLA product and also asserts that MOTOROLA is prevented from asserting claims under any MOTOROLA PATENTS against such Third Party to permit continued use of the Licensed Technology as permitted hereunder. If the parties reasonably agree in good faith that the Infringement is continuing, and options (i), (ii) or (iii) are not practicable, Reuters shall have the right, at its option, to (A) subject to Sections 3.3 and 3.4, modify or redesign the Licensed Technology to avoid such Infringement or (B) obtain a license from such Third Party for continued use of the Licensed Technology. If the parties reasonably agree in good faith that the Infringement is continuing, and options (A) and (B) are not practicable, Instinet may terminate the Agreement solely with respect to such Infringing portion of the Licensed Technology. Any continued use or exploitation of the Licensed Technology by Reuters or a sublicensee after receipt of Notice and/or termination pursuant to this Section 7.4 shall be at the sole risk of Reuters, and Reuters thereafter will be responsible for any and all Claims and Losses arising, assessed or incurred by Reuters and its sublicensees Claimant as a result of the licenses granted to STAC in this AGREEMENT, then the licenses granted to STAC shall immediately be suspended as to any actual or alleged Infringement that accrues on or after products not generally offered for sale by the Third Party Claimant within thirty (30) days of the date of written notice by MOTOROLA to STAC of such Notice assertions by such Third Party Claimant. The suspension of the licenses granted to STAC shall be effective only if and so long as MOTOROLA actively negotiates and/or defends such claim and only to the extent necessary to obviate the assertions made by the Third Party Claimant to the effect that MOTOROLA is prevented from asserting claims under MOTOROLA PATENTS because of this AGREEMENT. MOTOROLA agrees to institute no legal action against either STAC or termination due to such use. (c) Sections 7.3 and 7.4 state the entire liability of Instinet, and the entire remedy of Reuters and the Reuters Parties, if any, Third Party Claimant with respect to any actual or alleged Infringement of any licensed product sold to Third Party Intellectual PropertyClaimant by STAC for the period of thirty (30) days following the Notice of Suspension, during which thirty (30) days STAC may continue *****Confidential Treatment Requested to operate as if the licenses were not suspended. After such thirty (30) day period, no product sold, leased or otherwise disposed of by STAC to such Third Party Claimant and no copy of software made by or for such Third Party Claimant under authority granted by STAC shall be deemed to be a LICENSED STAC PRODUCT. Such a suspension of the licenses granted to STAC shall remain in effect until such time as MOTOROLA no longer actively negotiates and/or defends any assertion of an ESSENTIAL PATENT by the Third Party Claimant or to the extent the suspension is unnecessary for MOTOROLA to obviate any assertion made by the Third Party Claimant to the effect that MOTOROLA is prevented from asserting claims under MOTOROLA PATENTS because of this AGREEMENT.

Suspension of License. In If at any time during the event that Instinet reasonably believes that Reuters' term of this Agreement any third party holding at least a 20% ownership interest in STAC or its sublicensees' authorized use any SUBSIDIARY of STAC, any portion supplier to STAC, any user of the Licensed Technology hereunder may Infringe the Intellectual Property LICENSED STAC PRODUCT(S) or LICENSED STAC LZS MOTOROLA ENHANCED PRODUCT(S) or any other third party (hereinafter, collectively "Third Party Claimant") asserts a patent essential to any standard of a Third Party: (a) Instinet may give Notice to Reuters that it and its sublicenses should suspend use of any and all recognized engineering association, such portions believed to be Infringingas the ITU-C, and Reuters shallFrame Relay Forum, and shall use commercially reasonable efforts to cause its sublicensees immediately to suspend use of such portion, until Instinet reasonably satisfies itself that or the Infringement risk no longer exists, and (b) Instinet may, in its sole electionIETF, (ihereinafter "ESSENTIAL PATENTS") defend against such Infringement, (ii) modify or redesign the Licensed Technology to avoid such Infringement, or (iii) obtain a license any MOTOROLA product and also asserts that MOTOROLA is prevented from asserting claims under any MOTOROLA PATENTS against such Third Party to permit continued use of the Licensed Technology as permitted hereunder. If the parties reasonably agree in good faith that the Infringement is continuing, and options (i), (ii) or (iii) are not practicable, Reuters shall have the right, at its option, to (A) subject to Sections 3.3 and 3.4, modify or redesign the Licensed Technology to avoid such Infringement or (B) obtain a license from such Third Party for continued use of the Licensed Technology. If the parties reasonably agree in good faith that the Infringement is continuing, and options (A) and (B) are not practicable, Instinet may terminate the Agreement solely with respect to such Infringing portion of the Licensed Technology. Any continued use or exploitation of the Licensed Technology by Reuters or a sublicensee after receipt of Notice and/or termination pursuant to this Section 7.4 shall be at the sole risk of Reuters, and Reuters thereafter will be responsible for any and all Claims and Losses arising, assessed or incurred by Reuters and its sublicensees Claimant as a result of the licenses granted to STAC in this AGREEMENT, then the licenses granted to STAC shall immediately be suspended as to any actual or alleged Infringement that accrues on or after products not generally offered for sale by the Third Party Claimant within thirty (30) days of the date of written notice by MOTOROLA to STAC of such Notice assertions by such Third Party Claimant. The suspension of the licenses granted to STAC shall be effective only if and so long as MOTOROLA actively negotiates and/or defends such claim and only to the extent necessary to obviate the assertions made by the Third Party Claimant to the effect that MOTOROLA is prevented from asserting claims under MOTOROLA PATENTS because of this AGREEMENT. MOTOROLA agrees to institute no legal action against either STAC or termination due to such use. (c) Sections 7.3 and 7.4 state the entire liability of Instinet, and the entire remedy of Reuters and the Reuters Parties, if any, Third Party Claimant with respect to any actual or alleged Infringement of any licensed product sold to Third Party Intellectual PropertyClaimant by STAC for the period of thirty (30) days following the Notice of Suspension, during which thirty (30) days STAC may continue to operate as if the licenses were not suspended. After such thirty (30) day period, no product sold, leased or otherwise disposed of by STAC to such Third Party Claimant and no copy of software made by or for such Third Party Claimant under authority granted by STAC shall be deemed to be a LICENSED STAC PRODUCT. Such a suspension of the licenses granted to STAC shall remain in effect until such time as MOTOROLA no longer actively negotiates and/or defends any assertion of an ESSENTIAL PATENT by the Third Party Claimant or to the extent the suspension is unnecessary for MOTOROLA to obviate any assertion made by the Third Party Claimant to the effect that MOTOROLA is prevented from asserting claims under MOTOROLA PATENTS because of this AGREEMENT.