Common use of Licensing Commitment Clause in Contracts

Licensing Commitment. Each Licensee shall offer to each DECE Licensee and its Controlled Affiliates, under reasonable terms and conditions that are free of discrimination, a nonexclusive, worldwide, nontransferable license under Licensee Necessary Claims, to make, have made, sell, offer to sell, use (including, for avoidance for doubt, lease) and import those portions of products and services that implement the Mandatory Portions of the Specification; provided however, that the foregoing obligation under this Section shall not apply in favor of any DECE Licensee if that DECE Licensee files a lawsuit asserting infringement of a Necessary Claim against a Licensee for the making, having made, selling, offering to sell, using (including, for avoidance for doubt, leasing) or importing Mandatory Portions of the Specifications pursuant to and in accordance with this Agreement without first offering to grant Licensee a license to such Necessary Claims on reasonable terms and conditions that are free of discrimination. For the avoidance of doubt, and without limiting the interpretation of “reasonable terms and conditions” in other circumstances, the obligations imposed on Licensee Entities under this Section 3 are not intended to prevent any Licensee from recouping amounts it would be obligated to pay a third party (other than an employee of a Licensee) upon such Licensee granting a license pursuant to this Section 3.1 to a Necessary Claim.