Common use of Defensive Suspension Clause in Contracts

Defensive Suspension. If Executing Entity or any of its Affiliates (whether identified on an election pursuant to Section 11.9 or not) (i) initiates or becomes an adverse party to a legal action against a Licensor (or its Affiliate(s)) for patent infringement involving an Evaluation Licensed Product, Licensed Product, Evaluation Licensed Component, Licensed Component, Robust Inactive Product, Licensed Production/Test Tool, Evaluation AACS Online Service or AACS Online Service, based on a Necessary Claim or a Relatively Necessary Claim of Executing Entity or its Affiliate or (ii) breaches Section 2.4.6, such Licensor alone or with some or all of its Affiliates, at Licensor’s option, may suspend its or their licenses under this Section 2.2.1 with respect to Executing Entity and its Affiliates, provided that if such cause of action relates to a Relatively Necessary Claim, such Licensor and its Affiliates must first indicate in writing their willingness to license their Relatively Necessary Claims to Executing Entity and its Affiliates under reasonable and non- discriminatory license terms for any Evaluation Licensed Content Product, Licensed Content Product, Evaluation AACS Online Service, or Licensed Production/Test Tool made, have made, used, offered for sale, sold or imported by Executing Entity or its Affiliates in a manner consistent with this Agreement at or prior to the time of the legal action.

Defensive Suspension. If Executing Entity or any of its Affiliates (whether identified on an election pursuant to Section 11.9 or not) Affiliate: (i) initiates or becomes an adverse party to a legal action against a Licensor (or its Affiliate(s)) for patent infringement involving an Evaluation Licensed Product, Licensed Product, Evaluation Licensed Component, Licensed Component, Robust Inactive Product, Licensed Production/Test ToolTools, Robust Inactive Product, Evaluation AACS Online Service or AACS Online Service, based on a Necessary Claim or a Relatively Necessary Claim of Executing Entity or its Affiliate Affiliate; or (ii) breaches Section 2.4.6, then such Licensor alone or with some or all of its Affiliates, at Licensor’s option, may suspend its or their licenses license and covenant under this Section 2.2.1 2.3.1 with respect to Executing Entity and its Affiliates, provided that if such cause of action relates to a Relatively Necessary Claim, such Licensor and its Affiliates must first indicate in writing their willingness to license their Relatively Necessary Claims to Executing Entity and its Affiliates under reasonable and non- non-discriminatory license terms for any Evaluation Licensed Content Product, Licensed Content Product, Evaluation AACS Online Service, Service or Licensed Production/Test Tool made, have made, used, used offered for sale, sold or imported by Executing Entity or its Affiliates in a manner consistent with this Agreement at or prior to the time of the legal action.

Defensive Suspension. If Executing Entity or any of its Affiliates (whether identified on an election pursuant to Section 11.9 or not) Affiliate: (i) initiates or becomes an adverse party to a legal action against a Licensor (or its Affiliate(s)) for patent infringement involving an Evaluation Licensed Product, Licensed Product, Evaluation Licensed Component, Licensed Component, Robust Inactive Product, Licensed Production/Test ToolTools, Robust Inactive Product, Evaluation AACS Online Service or AACS Online Service, based on a Necessary Claim or a Relatively Necessary Claim of Executing Entity or its Affiliate Affiliate; or (ii) breaches Section 2.4.6, then such Licensor alone or with some or all of its Affiliates, at Licensor’s option, may suspend its or their licenses license and covenant under this Section 2.2.1 2.3.1 with respect to Executing Entity and its Affiliates, provided that if such cause of action relates to a Relatively Necessary Claim, such Licensor and its Affiliates must first indicate in writing their willingness to license their Relatively Necessary Claims to Executing Entity and its Affiliates under reasonable and non- non-discriminatory license terms for any Evaluation Licensed Content Product, Licensed Content Product, Evaluation AACS Online Service, Service or Licensed Production/Test Tool made, have made, used, used offered for sale, sold or imported by Executing Entity or its Affiliates in a manner consistent with this Agreement at or prior to the time of the legal action.. For review only - Not for execution