Common use of Defensive Termination Clause in Contracts

Defensive Termination. (i) In the event that a Licensee initiates or prosecutes an Offensive Patent Proceeding (as the case may be) against a Non-Assertion Entity to which one or more Triggered Patents have been Transferred (whether or not such Non-Assertion Entity is a LOT User), then such Non-Assertion Entity shall, subject to the provisions of clause (ii) below, have the option to terminate the License granted to such Licensee (under Section 1.1(a)(i) only) with respect to the Triggered Patents that have been Transferred to such Non-Assertion Entity. If such Non- Assertion Entity is not a LOT User, it shall be an intended third party beneficiary of this LOT Agreement to the extent necessary to effect the termination set forth in the preceding sentence and to reinstate the terminated licenses in its discretion in accordance with clause (ii) below. (ii) The right of a Non-Assertion Entity to which one or more Triggered Patents have been Transferred (a “Terminating Entity”) to terminate set forth in clause (i) above shall be conditioned upon such Terminating Entity giving written notice to the applicable Licensee of its intent to terminate and failure by such Licensee to dismiss, otherwise terminate or withdraw its Offensive Patent Proceeding within thirty (30) days after receiving such notice. In the event such Licensee does not dismiss, otherwise terminate or withdraw such Offensive Patent Proceeding within thirty (30) days of receiving such notice, such termination shall be effective as of the date of receipt of the original written notice and shall be prospective only. Any such termination under clause (i) shall be effective unless and until the Terminating Entity elects in its sole discretion to reinstate the terminated license going forward, on such terms and conditions as such Terminating Entity may specify in writing.