Common use of Defensive Controversy Clause in Contracts

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee AMI shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties Earned Royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee AMI for patent infringement. Such obligation and liability shall be borne by LicenseeAMI, other than to the extent of the escrow [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. Licensee referred to below. AMI may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee AMI may place all of the royalties derived Earned Royalties due from AMI to USC from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditorcreditor to the maximum extent permitted by law. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' ’ fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee AMI to a third party for the continued right to manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties Earned Royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow account shall be paid to USC. The above shall constitute USC's ’s sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall constitute a deduction from GROSS RECEIPTS for determining Earned Royalties hereunder and shall be included when determining whether the minimum royalty Annual Minimum Royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from the sale of the PRODUCT in the country where such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-one half (1/2) of any judgment judgement amount, reasonable attorneys' fees and costs, or $100,000, whichever amount is greater, may be paid from this escrow accountaccount to be applied against such judgement, fees and costs. Should If the application of the escrow funds is not sufficient to pay for one half (1/2) of such judgement, fees, and costs, then up to (1/2) of all royalties payable to USC may be applied against any such deficit. In addition, should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, use and sell the PRODUCT, then funds in the escrow account and royalties payable to USC may be applied against up to one-one half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee The parties shall promptly notify USC each other of all claims, allegations and notifications of infringement that the Licensed Products infringe the patent rights of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement, except as set out herein. Such obligation obligations and liability shall be borne by Licenseelicensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During Licensee shall have the first option to decide whether and what steps should be taken to defend, prevent or terminate any alleged infringement, and shall have the right to settle any such lawsuitclaims. No settlement, consent judgment, or other voluntary final disposition of the matter may be entered into without USC’s consent, which shall not be unreasonably withheld. USC shall cooperate with Licensee and shall provide all reasonable assistance to Licensee in connection with such an infringement claim. In the event that an infringement lawsuit is brought by a third party, Licensee may shall place all of the royalties derived from sales of the PRODUCT Product in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon settlement or other termination of the actionlawsuit, one-half (1/2) of any judgment amount, reasonable attorneys' ’ fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell sell, offer for sell, or import the PRODUCTProduct, then funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's ’s sole liability and responsibility to Licensee in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation lawsuit both parties shall keep each other informed in writing of significant developments in the lawsuit. No settlement, consent judgment, or other voluntary final disposition of the matter may be entered into without Licensee’s consent, which shall not be unreasonably withheld.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) 100% of any judgment amount, reasonable attorneys' ’ fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCT, then all funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third partyparry. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's ’s sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit. Any judgements received by the Licensee may be kept by the Licensee.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) 100% of any judgment amount, reasonable attorneys' fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCT, then all funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third partyparry. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit. Any judgements received by the Licensee may be kept by the Licensee.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patentspatents known to Licensee. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT PRODUCT(S) in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCTPRODUCT(S), then funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as royalties, referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-interest bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third third-party for the continued right to manufacture, use, use and sell the PRODUCT, then funds in the escrow account account, and royalties payable to USC may be applied against said payments up to one-half ([1/2) ] of such royalties to a third third-party. Any royalty funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third third-parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation litigation, both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee AMI shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties Earned Royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee AMI for patent infringement. Such obligation and liability shall be borne by LicenseeAMI, other than to the extent of the escrow referred to below. Licensee AMI may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee AMI may place all of the royalties derived Earned Royalties due from AMI to USC from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditorcreditor to the maximum extent permitted by law. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' ’ fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee AMI to a third party for the continued right to manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties Earned Royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow account shall be paid to USC. The above shall constitute USC's ’s sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall constitute a deduction from GROSS RECEIPTS for determining Earned Royalties hereunder and shall be included when determining whether the minimum royalty Annual Minimum Royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.

Defensive Controversy. Licensee shall promptly notify USC of all claims, allegations and notifications of infringement of third party patents. Except for the placing in escrow of a portion of royalties as referred to hereinafter, USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement. Such obligation and liability shall be borne by Licensee. Licensee License may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions insulating the funds from claims of any creditor. Upon termination of the action, one-half (1/2) of any judgment amount, reasonable attorneys' fees and costs, may be paid from this escrow account. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties payable to USC may be applied against up to one-half (1/2) of such royalties to a third party. Any funds thereafter remaining in the escrow shall be paid to USC. The above shall constitute USC's sole liability and responsibility in the event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed in writing of significant developments in the lawsuit.