Common use of Reasonable Provisions Clause in Contracts

Reasonable Provisions. The parties agree that neither of them is entering into this Agreement with the anticipation that Challenges will be instituted or made by Licensee or any of its Sublicensees against USC, and consequently the rates for royalties and Sublicense Payments and the other financial terms and conditions herein reflect that understanding. Licensee and USC further agree that if the parties did expect that such Challenges would be made against USC, the rates for royalties and Sublicense Payments and the other financial terms and conditions herein would be significantly higher. Accordingly, the parties agree that the provisions of this Section for increasing the rates for royalties and Sublicense Payments are reasonable and reflect a mutual adjustment of certain financial provisions of this Agreement to accommodate those situations in which a Challenge is made against USC in lieu of increasing the rates for royalties and Sublicense Payments and the other financial terms and conditions of this Agreement as of the Effective Date.