Unlicensed Use of S&P Stock Indices or S&P Marks. In the event S&P is notified by CME or otherwise becomes aware that any of the S&P Stock Indices that have been licensed exclusively to CME hereunder, or associated S&P Marks, are to be or have been used by a Competitive Market without the prior written consent of S&P, in connection with the trading by such Competitive Market of Indexed Contracts that are traded by CME hereunder (“Unlicensed User”), and that such use has or may reasonably be expected to have a material adverse impact upon the benefits derived by CME from the licenses hereunder with respect to the Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. Indexed Contracts that are made available for trading by the Unlicensed User (“Impacted Indexed Contracts”), S&P shall have the option to either (i) use its best efforts to terminate such use, including, without limitation, by initiating litigation against any such Unlicensed User; or (ii) permit such Unlicensed User to continue such use, in which case CME shall have the rights provided below. S&P shall have thirty (30) days after being notified in writing by CME of such unlicensed use in which to notify CME of S&P’s decision whether to seek to terminate such use or permit it. If S&P chooses to take action to terminate such unlicensed use, CME shall continue to pay the license fees required hereunder to S&P during any litigation relating to such unlicensed use, whether index-based or ETF-based, that is in violation of CME’s exclusive rights granted in this Agreement. Such payments will continue unless and until a court of competent jurisdiction (including but not limited to a court of first instance) issues a final ruling adverse to S&P. If the ruling allows the unlicensed use to continue, S&P shall reimburse CME for all license fees paid by CME for the Impacted Indexed Contracts subsequent to S&P’s receipt of notice from CME of the unlicensed use, and CME’s obligation to pay license fees shall, except as provided below, cease going forward. For the avoidance of doubt, CME’s reimbursement right applies only to the Impacted Indexed Contract listed by CME and not fees paid for any other Indexed Contract. If an adverse ruling is later reversed on appeal, CME shall pay to S&P a sum equal to (a) all license fees th...
