Common use of Subsequent Review Clause in Contracts

Subsequent Review. 7.1 Medtronic shall be entitled to discontinue any Earned Royalty payments under Article 4.2 of this Agreement in respect to any country or non-US foreign territory where a Licensed Patent exists immediately upon the occurrence of: 7.1.1 in any reexamination, reissue or court proceeding of the Licensed Patent applicable to that country or foreign territory, entry of a judgment, order, decree or decision to the effect that: (A) all of the claims of such Licensed Patent are invalid, or; (B) the use of human platelet releasate (or the sale or offering for sale of products substantially equivalent to the Royalty-Bearing Products) to facilitate healing of human wounds or human tissue infringes none of the valid and enforceable claims of such Licensed Patent, or 7.1.2 Licensor expressly and in writing disclaims or abandons any independent claim in any Licensed Patent applicable to that country or foreign territory, or 7.1.3 claims in any Licensed Patent applicable to that country or foreign territory are disallowed or so substantially narrowed in any reexamination proceeding, such that the Royalty-Bearing Products would be rendered non-infringing. 7.1.4 In the event Licensor obtains reversal of any adverse determination in Article 7.1.1 or 7.1.3 hereof that enabled Medtronic to discontinue any Earned Royalty payments, then Medtronic shall resume Earned Royalty payments affected thereby, and pay Licensor any Earned Royalties which accrued between suspension and resumption of Earned Royalty payments. Under no circumstances shall Medtronic's obligation to Licensor to make Earned Royalty payments extend beyond the term of this Agreement set forth in Article 4.2.3.

Subsequent Review. 7.1 Medtronic On a country-by-country basis, Harvest shall be entitled to discontinue any Earned Royalty payments under Article Section 4.2 of this Agreement in with respect to any country or non-US foreign territory where a Licensed Patent exists Product immediately upon the occurrence ofof the following with respect to all Claims of Licensed Patents covering such Licensed Product: 7.1.1 in any reexamination, reissue or court proceeding of the Licensed Patent applicable to that country or foreign territory, entry of a judgment, order, decree or decision to the effect that: (A) all of the claims Claims of such Licensed Patent covering such Licensed Product are invalidinvalid or otherwise unenforceable, or; (B) the use of human platelet releasate (or the sale manufacture, sale, offer for sale, or offering for sale use of products substantially equivalent to the Royalty-Bearing Products) to facilitate healing of human wounds or human tissue infringes none of the valid and enforceable claims Claims of such Licensed Patent, or 7.1.2 Licensor expressly and in writing disclaims or abandons any independent claim in any Claim of such Licensed Patent applicable to that country or foreign territory, or 7.1.3 claims Claims in any Licensed Patent applicable to that country or foreign territory are disallowed or so substantially narrowed in any reexamination proceeding, such that the Royalty-Bearing Products would be rendered non-infringing. 7.1.4 7.2 In the event Licensor obtains reversal of any adverse determination in Article Section 7.1.1 or 7.1.3 hereof that enabled Medtronic Harvest to discontinue any Earned Royalty payments, then Medtronic Harvest shall resume Earned Royalty payments affected thereby, and pay Licensor any Earned Royalties which that accrued between suspension and resumption of Earned Royalty payments. Under no circumstances shall MedtronicHarvest's obligation to Licensor to make Earned Royalty payments extend beyond the term of this Agreement set forth in Article 4.2.3November 24, 2009.