United States Court of Appeals 

for the Federal Circuit ______________________ 

UNILOC 2017 LLC,

Plaintiff-Appellant

v.

GOOGLE LLC,

Defendant-Appellee

______________________ 

2021-1498, 2021-1500, 2021-1501, 2021-1502, 2021-1503, 

2021-1504, 2021-1505, 2021-1506, 2021-1507, 2021-1508, 

2021-1509

______________________ 

Appeals from the United States District Court for the 

Northern District of California in Nos. 4:20-cv-04355-YGR, 

4:20-cv-05330-YGR, 4:20-cv-05333-YGR, 4:20-cv-05334-

YGR, 4:20-cv-05339-YGR, 4:20-cv-05341-YGR, 4:20-cv05342-YGR, 4:20-cv-05343-YGR, 4:20-cv-05344-YGR, 4:20-

cv-05345-YGR, 4:20-cv-05346-YGR, Judge Yvonne Gonzalez Rogers.

______________________ 

Decided: November 4, 2022

______________________ 

JEFFREY A. LAMKEN, MoloLamken LLP, Washington, 

DC, argued for plaintiff-appellant. Also represented by 

KENNETH E. NOTTER, III, LUCAS M. WALKER; JORDAN RICE, 

Chicago, IL; AARON JACOBS, Prince Lobel Tye LLP, Boston, 

MA. 

Case: 21-1498 Document: 52 Page: 1 Filed: 11/04/2022
2 UNILOC 2017 LLC v. GOOGLE LLC

 DAN L. BAGATELL, Perkins Coie LLP, Hanover, NH, argued for defendant-appellee. Also represented by ANDREW 

DUFRESNE, SOPEN B. SHAH, Madison, WI; ELIZABETH 

BRANN, Paul Hastings LLP, San Diego, CA; ROBERT 

UNIKEL, Chicago, IL. 

 ______________________ 

Before LOURIE, DYK, and HUGHES, Circuit Judges.

DYK, Circuit Judge. 

Uniloc 2017 LLC (“Uniloc 2017”) brought multiple patent infringement suits against Google LLC in the Eastern 

District of Texas. Uniloc 2017 alleged that various Google 

products infringed a variety of patents directed to innovations in multimedia content delivery (Nos. 6,628,712, 

6,952,450, 7,012,960, and 8,407,609), IT security 

(Nos. 8,949,954 and 9,564,952), high-resolution imaging 

(No. 6,349,154), network connectivity (No. 8,194,632), 

video conferencing (No. 6,473,114), and image and text 

searching (Nos. 6,253,201 and 6,366,908). Those suits 

were later transferred to the Northern District of California. Google moved to dismiss the actions, alleging 

Uniloc 2017 lacked standing, and thus the court lacked 

subject matter jurisdiction. Google’s theory was that 

Uniloc 2017 lacked standing because it lacked the right to 

exclude, its predecessors having granted Fortress Credit 

Co. LLC a license and an unfettered right to sublicense to

the asserted patents as part of a financing arrangement.

Uniloc 2017 argued that its predecessors had not 

granted such a license to Fortress and, even if they had, the 

license would not eliminate Uniloc 2017’s standing. 

Uniloc 2017 further argued that, in any event, any license 

had been eliminated by a Termination Agreement executed 

between Uniloc 2017’s predecessors and Fortress before 

these suits commenced. The district court granted Google’s 

motion to dismiss, finding that a license had been granted; 

that the license survived the Termination Agreement; and 

Case: 21-1498 Document: 52 Page: 2 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 3

that Uniloc 2017 therefore lacked standing. We hold that 

the district court erred in interpreting the Termination 

Agreement and in concluding there was no subject matter 

jurisdiction. We reverse and remand.

BACKGROUND

In two related appeals,1 we today determine that 

Uniloc 2017 is collaterally estopped from arguing both that 

Uniloc 2017’s predecessors had not licensed Fortress and 

that Fortress’s license did not deprive Uniloc 2017 of standing. Uniloc USA, Inc. v. Motorola Mobility LLC, -- F. 4th -

- (Fed. Cir. 2022). This case presents a different issue: 

Whether the Termination Agreement terminated Fortress’s license, and thereby restored Uniloc 2017’s standing 

to sue, an issue as to which there is no claim of collateral 

estoppel. 

The background of the present controversy is as follows. On December 30, 2014, Uniloc 2017’s predecessors, 

Uniloc Luxembourg (“Uniloc Lux”) and Uniloc USA (together, “the Unilocs”), entered into a Revenue Sharing and 

Note and Warrant Purchase Agreement (“RSA”) with Fortress in connection with a loan Fortress made to the 

Unilocs. The RSA stated: 

[T]he [Unilocs] shall grant to [Fortress], for the 

benefit of the Secured Parties, a non-exclusive, royalty free, license (including the right to grant sublicenses) with respect to the Patents, which shall 

be evidenced by, and reflected in, the Patent License Agreement. [Fortress] and the Secured 

1 The other appeals are Uniloc USA, Inc. v. Motorola

Mobility LLC, No. 21-1555, (Fed. Cir. 2022) and 

Uniloc 2017 LLC v. Blackboard Inc., No. 21-1795 (Fed. Cir. 

2022). 

Case: 21-1498 Document: 52 Page: 3 Filed: 11/04/2022
4 UNILOC 2017 LLC v. GOOGLE LLC

Parties agree that [Fortress] shall only use such license following an Event of Default.

J.A. 593, § 2.8. In other words, Fortress would effectively 

obtain a license if there was an Event of Default.

There were three enumerated Events of Default, one of 

which was the failure “to perform or observe any of the covenants or agreements contained in Article VI.” J.A. 602

§ 7.1.2. One such covenant was: “As of March 31, 2017 and 

the last day of each fiscal quarter thereafter, the [Unilocs] 

shall have received at least $20,000,000 in Actual Monetization Revenues during the four fiscal quarter period ending on such date.” J.A. 596 § 6.2.2.

The contingent license referenced in the RSA was formally granted in the Patent License Agreement (“License 

Agreement”) that was executed between the Unilocs and 

Fortress on December 30, 2014. The License Agreement 

stated that the license was “non-exclusive, transferrable, 

sub-licensable, divisible, irrevocable, fully paid-up, royaltyfree and worldwide.” J.A. 613, § 2.1.

Google argues that Fortress acquired a license because 

the Unilocs committed an Event of Default by failing to 

achieve the specified patent-monetization revenues. While 

there appears to be no dispute that the revenue targets 

were not achieved, Uniloc 2017 disputes that this was an 

Event of Default because “Fortress did not regard Uniloc 

as in default.” Appellant’s Opening Br. 53.

On May 3, 2018, the Unilocs and Fortress entered into 

the Payoff and Termination Agreement (“Termination 

Agreement”) to completely pay off all loan obligations arising from the RSA. The Termination Agreement stated that 

“the Revenue Sharing Agreement . . . [and] the Patent License Agreement . . . shall terminate.” J.A. 913, § 1(d)(i). 

On that same day, Uniloc 2017 acquired all relevant patents from Uniloc Lux.

Case: 21-1498 Document: 52 Page: 4 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 5

In November and December of 2018, Uniloc 20172 filed 

several patent infringement suits in the Eastern District of 

Texas against Google, each alleging infringement of different patents in its patent portfolio.3 Each asserted patent 

had been included in the License Agreement. In response, 

Google filed motions to dismiss for lack of standing and improper venue. The Eastern District of Texas agreed with 

Google that venue was improper, and the cases at issue 

were transferred to the Northern District of California. After transfer, the court ordered that Google file a single motion to dismiss that would govern the transferred cases. 

Google did so, and on December 22, 2020, the district court 

granted Google’s motion and dismissed the Google cases for 

lack of subject matter jurisdiction. 

The district court found that Uniloc 20174 committed 

at least one Event of Default sufficient to trigger Fortress’s 

acquisition of the license. Having found that Fortress acquired the license, the district court concluded that

Uniloc 2017 no longer had the right to exclude. Relying on 

cases involving exclusive licensees, as opposed to patent 

owners, the district court then concluded that a patent 

plaintiff must have exclusionary rights in the patent to 

have standing to sue for infringement and that a patent 

2 In many of the suits, Uniloc 2017 filed its complaint with Uniloc USA as a co-plaintiff. In each case 

where this occurred, Uniloc USA was later dismissed from 

the lawsuit. 3 Uniloc 2017 originally filed twelve such cases. 

There are now only eleven before us because the twelfth 

case was closed in September 2020 in accordance with stipulations made by the parties. 

4 For simplicity, we hereinafter sometimes refer to 

both Uniloc 2017 and its predecessor entities as Uniloc 

2017. 

Case: 21-1498 Document: 52 Page: 5 Filed: 11/04/2022
6 UNILOC 2017 LLC v. GOOGLE LLC

owner does not have such rights if another party can license the patent to the alleged infringer. It followed that 

Uniloc 2017 lacked standing. 

The district court also found that the Termination 

Agreement did not eliminate Fortress’s license because, 

under New York law, the fact that the license was “irrevocable” under the terms of the License Agreement unambiguously meant that the license survived termination 

because an “irrevocable” license is “not revocable for any 

reason.” J.A. 15–19 (emphasis in original).

Uniloc 2017 appealed. We have jurisdiction under 28 

U.S.C. § 1295(a)(1). We review a dismissal for lack of subject matter jurisdiction de novo. Microsoft Corp. v. GeoTag, 

Inc., 817 F.3d 1305, 1311 (Fed. Cir. 2016). 

DISCUSSION

In light of our decisions today in the two related appeals, Uniloc USA, Inc. v. Motorola Mobility LLC, 21-1555 

(Fed. Cir. 2022) and Uniloc 2017 LLC v. Blackboard Inc., 

21-1795 (Fed. Cir. 2022),5 the sole issue here is whether the 

Termination Agreement eliminated any license Fortress 

had under the RSA and License Agreement. If the license 

was eliminated, the parties agree that Uniloc 2017 has 

standing in this case. 

This dispute is one of contract interpretation. We review a district court’s contract interpretation de novo. Sevenson Env’t Servs., Inc. v. Shaw Env’t, Inc., 477 F.3d 1361, 

5 In these two decisions, we hold that, as a matter of 

collateral estoppel from the earlier Apple case 

(Uniloc USA, Inc. v. Apple Inc., No. C 18-00358 WHA, 2020 

WL 7122617 (N.D. Cal. Dec. 4, 2020)), Fortress acquired a 

license to the asserted patents and this license deprived

Uniloc 2017 of standing.

Case: 21-1498 Document: 52 Page: 6 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 7

1364–65 (Fed. Cir. 2007). Both parties agree that New 

York contract law governs the interpretation of the termination issue. We therefore apply New York contract law.6 

See Lamle v. Mattel, Inc., 394 F.3d 1355, 1359 (Fed. Cir. 

2005); Plastronics Socket Partners, Ltd. v. Hwang, 2022 

WL 108948, at *2 (Fed. Cir. Jan. 12, 2022).

“A court’s fundamental objective in interpreting a contract is to determine the parties’ intent from the language 

employed and to fulfill their reasonable expectations.” 

Harmony Rockaway, LLC v. Gelwan, 160 N.Y.S.3d 294, 

296 (App. Div. 2021) (citing Gilbane Bldg. Co./TDX Constr. 

Corp. v. St. Paul Fire & Marine Ins. Co., 97 N.E.3d 711, 

712-13 (N.Y. 2018)). “[W]here the terms of a contract are 

clear and unambiguous, the intent of the parties must be 

found within the four corners of the contract, giving a practical interpretation to the language employed and reading 

the contract as a whole.” Tomhannock, LLC v. Roustabout 

Res., LLC, 128 N.E.3d 674, 675 (N.Y. 2019) (citation omitted). “A contract is unambiguous if the language it uses 

has a definite and precise meaning, unattended by danger 

of misconception in the purport of the [agreement] itself, 

and concerning which there is no reasonable basis for a 

6 The RSA contains a choice-of-law provision selecting New York state law; the Termination Agreement contains a choice-of-law provision selecting Delaware state 

law; and the License Agreement contains no specific choiceof-law provision. The district court seemed to conclude that 

the RSA’s choice-of-law provision governed the License 

Agreement and that the key terms here appear in the License Agreement and not the Termination Agreement. 

Whether the parties are correct as to the application of 

New York law, we see no difference here between New 

York, Delaware, Federal Circuit, and general contract law

principles. 

Case: 21-1498 Document: 52 Page: 7 Filed: 11/04/2022
8 UNILOC 2017 LLC v. GOOGLE LLC

difference of opinion.” Greenfield v. Philles Recs., Inc., 780 

N.E.2d 166, 170–71 (N.Y. 2002) (alteration in original) (citation and internal quotation marks omitted). 

As in the companion cases decided today, we conclude 

that, as a matter of collateral estoppel, the License Agreement between the Unilocs and Fortress granted Fortress a 

“non-exclusive, transferrable, sub-licensable, divisible, irrevocable, fully paid-up, royalty-free and worldwide license” to a portfolio of the Uniloc patents, including those 

at issue in this case. J.A. 613, § 2.1. However, the Unilocs 

and Fortress terminated the License Agreement and RSA

on May 3, 2018, by the Termination Agreement. The Termination Agreement stated that the RSA and License 

Agreement “shall terminate and shall be of no further force 

or effect without any further documentation or action and 

without liability to any party hereto, and the rights of each 

of the applicable parties under the applicable agreement 

shall terminate.” J.A. 913, § 1(d)(i). The question is 

whether the license (including the right to sublicense) survived the Termination Agreement.

The language of the Termination Agreement is on its 

face sufficient to eliminate Fortress’s license. Quite 

simply, the Termination Agreement states that the License 

Agreement and rights under that agreement “shall terminate.” The entire purpose of the License Agreement was to 

grant and govern the grant of a license to Fortress. Therefore, by terminating the License Agreement and rights under that agreement, the Termination Agreement would 

appear to terminate Fortress’s license.

The district court, in rejecting the conclusion that 

would seem to flow from the broad language of the Termination Agreement, held that, under New York law, the Termination Agreement did not terminate the license because 

the license was stated to be “irrevocable.” J.A. 17–18. On 

its face the License Agreement describes the license as

Case: 21-1498 Document: 52 Page: 8 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 9

“irrevocable.” But this does not suggest the license is irrevocable by mutual agreement. The term “irrevocable” in its 

context clearly refers to the license’s being “irrevocable” by 

the licensor.

Under the relevant case law, the term “irrevocable” 

does not suggest that the license could not be eliminated by 

mutual agreement. Cases construing the term “irrevocable” agree that the term means only that the irrevocable 

thing cannot be unilaterally revoked by the party that 

granted the benefit. See In re Zimmerman (Cohen), 139 

N.E. 764, 766 (N.Y. 1923) (“The word ‘irrevocable,’ here 

used, means that the contract to arbitrate cannot be revoked at the will of one party to it . . . . It does not mean 

that the agreement to arbitrate is irrevocable by the mutual agreement or consent of the parties.”); Silverstein v. 

United Cerebral Palsy Ass’n, 232 N.Y.S.2d 968, 970-71 

(App. Div. 1962) (“[L]ike any contract, the irrevocable offer 

may only be modified, released or rescinded by agreement 

of the parties. It cannot be unilaterally withdrawn, revoked or rescinded by the offeror.” (citations omitted)); Barclays Bank D.C.O. v. Mercantile Nat’l Bank, 481 F.2d 1224, 

1238 (5th Cir. 1973) (noting that the grantor of an irrevocable letter of credit “could not modify the irrevocable 

credit without [the grantee’s] consent”); In re Huntington, 

ADV 11-4015, 2013 WL 6098405, at *8 (B.A.P. 9th Cir. Oct. 

29, 2013) (noting that an irrevocable assignment cannot be 

revoked by one party, but can be revoked by mutual consent of all parties); Carbonneau v. Lague, Inc., 352 A.2d 

694, 696 (Vt. 1976) (concluding that an irrevocable license 

was terminated by a voluntary agreement between all parties).7

7 The district court cited a Federal Circuit case 

where the patent owner sued the sublicensee for patent infringement, claiming that the exclusive license agreement 

Case: 21-1498 Document: 52 Page: 9 Filed: 11/04/2022
10 UNILOC 2017 LLC v. GOOGLE LLC

The cases cited by the district court are not to the contrary. They involved one party’s unilateral attempt to revoke a license and, in each of those cases, the court simply 

found that, if a license is “irrevocable,” the granting party

cannot unilaterally take back the license. See Nano-Proprietary, Inc. v. Canon, Inc., 537 F.3d 394, 400 (5th Cir. 

2008) (applying New York law and concluding that, although termination is a usual remedy for breach of contract, 

the non-breaching party could not terminate the contract 

upon breach because the non-breaching party granted an 

irrevocable license, meaning a license that is “impossible to 

retract or revoke” and “committed beyond recall”); State St. 

Glob. Advisors Tr. Co. v. Visbal, 431 F. Supp. 3d 322, 357 

(S.D.N.Y. 2020) (similar); Cafferty v. Scotti Bros. Recs., 

Inc., 969 F. Supp. 193, 198 (S.D.N.Y. 1997) (similar); In re 

Provider Meds, L.L.C., 907 F.3d 845, 856 (5th Cir. 2018) 

(applying New York law and explaining that an irrevocable 

license “may not be revoked for any reason [by the granting 

party], even a breach by the other side”). 

 On appeal, Google concedes that “irrevocable” could 

not mean that the contracting parties were powerless to 

it had with the sublicensor (the Master Agreement) was 

unilaterally terminated by the patent owner and thus the 

sublicensor’s sublicenses were terminated. See Fraunhofer-Gesellschaft zur Förderung der Angewandten Forschung E.V. v. Sirius XM Radio Inc., 940 F.3d 1372, 1378–

82 (Fed. Cir. 2019). In the Master Agreement, the patent 

owner had granted the sublicensor an irrevocable license 

with the right to sublicense, but we held that, because of 

various provisions in the agreement, the Master Agreement was ambiguous as to whether the sublicensee’s rights 

survived the termination of the Master Agreement. Id. at 

1381. That case did not suggest that an “irrevocable” license could not be terminated by mutual agreement.

Case: 21-1498 Document: 52 Page: 10 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 11

mutually terminate the license. Google now states: “Google 

does not argue . . . that Fortress and Uniloc [2017] were 

powerless to bilaterally rescind Fortress’s sublicensing 

rights under the [License Agreement].” Appellee’s Resp.

Br. 34 (citation omitted). In short, the use of the word “irrevocable” does not prevent termination by mutual agreement.

However, Google relies on other language in the License Agreement (not relied on by the district court) to argue that Fortress’s license survived. The License 

Agreement states that “[a]ny rights . . . which by their nature survive and continue after any expiration or termination of this Agreement will survive and continue and will 

bind the Parties . . . until such rights are extinguished.” 

J.A. 614, § 6. Google argues that the Termination Agreement, despite its broad language, should not be read to 

undo the survival provisions of the License Agreement, and 

that Fortress’s license is a right that would “by [its] nature” 

survive the termination of the License Agreement, in part 

because the agreement refers to the license as irrevocable. 

In the Termination Agreement’s section on mutual release, the Agreement does recognize that some provisions 

of the Released Agreements survive. See J.A. 915, § 2(b) 

(“[T]he forgoing release shall not apply to . . . any provision 

of any Released Agreement that survives the termination 

of such Released Agreement in accordance with its 

terms . . . .”). Further, cases support the proposition that 

where an original contract states that a provision will survive the termination of that contract, it is fair to assume 

that, absent explicit agreement, the provision will survive 

the original contract’s termination. See Dabney-Johnston 

Oil Corp. v. Walden, 52 P.2d 237, 245 (Cal. 1935) (noting

that a provision that applied to “any subsequent lease” survived after the termination of the existing lease contract);

Layne Christensen Co. v. Bro-Tech Corp., 836 F. Supp. 2d 

1203, 1230 (D. Kan. 2011) (noting that a provision that 

Case: 21-1498 Document: 52 Page: 11 Filed: 11/04/2022
12 UNILOC 2017 LLC v. GOOGLE LLC

applied “during the [contract] Term and thereafter” survived termination because the parties plainly contracted 

for the provision to be applicable after the agreement 

ceased to be in force). The Termination Agreement here is 

best construed not to eliminate “rights . . . which by their 

nature survive” termination.

However, the license here is not a right “which by [its] 

nature survive[s]” termination. As we have discussed earlier, the use of the term “irrevocable” does not itself suggest 

the license survived a mutual agreement to terminate. The 

phrase “rights . . . which by their nature survive” must refer to something in the nature of the right that makes it 

survive. In other words, there must be something inherent 

in the right such that it survives. Interpreting similar language in other agreements in the context of determining 

which rights survive contract expiration, courts have found 

that rights or contract provisions that by their nature survive termination include those related to what remedies 

are available in case of breach occurring during the term of 

the contract or dispute resolution mechanisms concerning 

such breach. See Litton Fin. Printing Div. v. N.L.R.B., 501 

U.S. 190, 204 (1991) (“arbitration . . . of matters and disputes arising out of the relation governed by contract”); 

Koch v. Compucredit Corp., 543 F.3d 460, 466 (8th Cir. 

2008) (obligation to arbitrate “matters and disputes arising 

out of the relation governed by contract” (quoting Litton 

Fin. Printing Div., 501 U.S. at 204)); Webb Candy, Inc. v. 

Walmart Stores, Inc., No. 09-CV-2056, 2010 WL 2301461, 

at *7 (D. Minn. June 7, 2010) (forum selection clause); Cottman Ave. PRP Grp. v. AMEC Foster Wheeler Env’t Infrastructure Inc., 439 F. Supp. 3d 407, 436–37 (E.D. Pa. 2020) 

(an indemnification provision for “‘any and all’ claims, 

losses, damages, liability, costs or actions arising out of ‘or 

resulting from’ Defendant’s negligence ‘in the performance’ 

of the work under the Contracts” (emphasis in original)); 

see also Attain, LLC v. Workday, Inc., 2018 WL 2688299, at 

Case: 21-1498 Document: 52 Page: 12 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 13

*5 (E.D. Pa. June 4, 2018) (forum selection clause survived 

contract termination). 

To be sure, it is possible that “rights . . . that by their 

nature survive” might also take account of instances of past 

usage of a license or reliance interests as to future uses created during the period of contract. For example, if Fortress 

had utilized the license in the past to produce products or 

had made future plans to produce a product utilizing the 

license, the license might be a right that by its nature survives even as to future product production (an issue we 

need not decide). However, there is no basis for believing 

that the plain meaning of “rights . . . which by their nature 

survive” encompasses a bare unexercised license.

Other contractual provisions in the License Agreement 

support this conclusion. The License Agreement provides 

that “[t]he Parties may terminate this Agreement at any 

time by mutual written agreement executed by both Parties provided that any sublicenses granted hereunder prior 

to the termination of this Agreement shall survive according to the respective terms and conditions of such sublicenses.” J.A. 614, § 5.1. In recognizing the parties’ 

authority to terminate the License Agreement by “mutual 

written agreement,” this provision provides for the survival 

of only a very limited portion of Fortress’s license right. 

This narrow exception for the survival of sublicenses 

granted prior to termination suggests that not all license 

rights would survive termination. See In re N.Y.C. Asbestos Litig., 838 N.Y.S.2d 76, 80 (App. Div. 2007) (“[T]he [indemnification] provision’s narrow exclusion for liability 

based upon Con Edison’s sole active negligence must 

clearly be understood to mean that otherwise, where the 

liability is not the result of the sole active negligence of Con 

Edison, the indemnification provision remains applicable.”

(emphasis in original)). 

Case: 21-1498 Document: 52 Page: 13 Filed: 11/04/2022
14 UNILOC 2017 LLC v. GOOGLE LLC

Finally, Google argues that the license survives the 

Termination Agreement because the license can only be 

terminated by curing or annulling the Event of Default. 

According to the RSA, “[o]nce an Event of Default has occurred, such Event of Default shall be deemed to exist and 

be continuing for all purposes of this Agreement” until certain explicit cure or annulment criteria are met.8 J.A. 603–

04, § 7.3. Unlike the License Agreement, the RSA does not 

have a survival provision, and the quoted language does 

not suggest that Events of Default survive termination or 

that a license generated by an Event of Default would survive an agreement to terminate the license. Nothing in the 

RSA prevented the Termination Agreement from eliminating a license generated by an Event of Default.

8 The RSA states: 

Once an Event of Default has occurred, such Event 

of Default shall be deemed to exist and be continuing for all purposes of this Agreement until the earlier of (x) Majority Purchasers shall have waived 

such Event of Default in writing, (y) the Company 

shall have cured such Event of Default to the Majority Purchasers’ reasonable satisfaction or the 

Company or such Event of Default otherwise 

ceases to exist, or (z) the Collateral Agent and the 

Purchasers or Majority Purchasers (as required by 

Section 9.4.1) have entered into an amendment to 

this Agreement which by its express terms cures 

such Event of Default, at which time such Event of 

Default shall no longer be deemed to exist or to 

have continued.

J.A. 603–04 § 7.3.

Case: 21-1498 Document: 52 Page: 14 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 15

In sum, the only reasonable interpretation of “rights 

. . . which by their nature survive” is that those rights do 

not include a bare unexercised license. Because the license 

here did not survive termination, Fortress did not have the 

ability to sublicense the patents at issue when Uniloc 2017 

brought suit against Google. Under these circumstances, 

Google agrees that Uniloc 2017 has standing. We therefore 

reverse the district court and remand this case for further 

proceedings consistent with this opinion. 

REVERSED AND REMANDED

Case: 21-1498 Document: 52 Page: 15 Filed: 11/04/2022