follows:
Total Related Expenses as of 12/1/06 = $650,000
Client reimbursement is $350,000/$650,000 x $200,000 = $107,692.31
HBMRW reimbursement is $200,000/$650,000 x $200,000 = $61,538.46
B&G reimbursement is $100,000/$650,000 x $200,000 = 30,769.23
·
$800,000 is distributed as follows:
Client - $420,000 (52.5%)
HBMRW - $160,000 (20%)
B&G - $140,000 (17.5%)
The Roth Law Firm, P.C. - $80,000 (10%)
5.
CLIENT'S RETENTION OF INDEPENDENT LEGAL
COUNSEL
CLIENT ACKNOWLEDGES THAT CLIENT REQUESTED THE LAW FIRMS TO PAY A
PERCENTAGE OF RELATED EXPENSES INCURRED ON AND AFTER SEPTEMBER 1, 2006, AND THAT
THE PARTIES THEREAFTER AGREED TO INCREASE THE PERCENTAGE OF CONTINGENT FEES
PAYABLE TO LAW FIRMS UNDER PARAGRAPH 3(A) AND TO THE OTHER PROVISIONS OF THIS
FIRST AMENDED AGREEMENT.
CLIENT REPRESENTS TO LAW FIRMS THAT, PRIOR TO ENTERING
INTO THIS FIRST AMENDED AGREEMENT, CLIENT SOUGHT AND OBTAINED ADVICE OF
INDEPENDENT COUNSEL.
6.
COURT AWARD OF ATTORNEYS FEES OR COSTS.
WHERE REASONABLY APPROPRIATE UNDER THE CIRCUMSTANCES IN ANY LAWSUIT, THE LAW
FIRMS MAY APPLY TO THE COURT FOR SUCH AMOUNT OF COMPENSATION, COSTS, AND
LITIGATION EXPENSES, IF ANY, AS MAY REASONABLY BE ALLOWED TO THE CLIENT BY LAW
("ATTORNEYS FEES AND COSTS").
ANY ATTORNEYS FEES AND COSTS RECOVERED UNDER THIS
PARAGRAPH SHALL BE TREATED AS LITIGATION PROCEEDS UNDER THIS FIRST AMENDED
AGREEMENT.
7.
DEFENSE OF COUNTERCLAIMS AND DECLARATORY
JUDGMENT ACTIONS.
THE LAW FIRMS SHALL DEFEND ANY ACTION OR COUNTERCLAIM
RELATING TO THE PATENTS FILED AGAINST THE CLIENT BY A DEFENDANT IN A LAWSUIT OR
BY ANY PERSON WITH WHOM THE CLIENT HAS BEEN ENGAGED IN LICENSE NEGOTIATIONS,
INCLUDING BUT NOT LIMITED TO, ANY ACTION OR COUNTERCLAIM FOR DECLARATORY
JUDGMENT OF PATENT INVALIDITY, UNENFORCEABILITY OR NON-INFRINGEMENT RELATING TO
THE PATENTS, OR FOR VIOLATION OF THE STATE OR FEDERAL ANTITRUST LAWS RELATING TO
THE PATENTS,
OR FOR ANY OTHER CLAIM THAT IS SUBSTANTIVELY RELATED TO THE
PATENTS OR CLIENT'S RIGHTS THEREIN, ON THE BASIS SPECIFIED IN PARAGRAPHS 3 AND 4
ABOVE.
TO THE EXTENT THAT ANY ACTION, CLAIM OR COUNTERCLAIM IS ASSERTED AGAINST
THE CLIENT THAT IS UNRELATED TO THE SUBJECT MATTER OF THE PATENTS AND THE CLIENT
DESIRES THE LAW FIRMS TO DEFEND THE CLIENT AGAINST SUCH CAUSE OF ACTION, THE LAW
FIRMS AND THE CLIENT MAY AGREE TO SUCH REPRESENTATION ON SUCH TERMS AS ARE
MUTUALLY ACCEPTABLE.
8.
LEAD COUNSEL; LAW FIRM ASSOCIATION OF
OTHER LAWYERS.
CLIENT AND LAW FIRMS AGREE THAT HBMRW SHALL CONTINUE TO BE LEAD
COUNSEL IN CONNECTION WITH ANY LAWSUIT.
THE LAW FIRMS AGREE TO PERFORM
FAITHFULLY THE DUTIES IMPOSED UPON THE LAW FIRMS AS ATTORNEYS FOR THE CLIENT IN
ACCORDANCE HEREWITH.
THE LAW FIRMS MAY, WITH CLIENT'S PRIOR WRITTEN CONSENT,
ASSOCIATE ANY OTHER ATTORNEY, LAW FIRM OR OTHER ENTITY ("OTHER COUNSEL"), AS
ALLOWED BY LAW, IN PURSUING THEIR DUTIES AND OBLIGATIONS HEREUNDER.
IF SUCH
OTHER COUNSEL IS LOCATED AND/OR HAS A PERMANENT PRESENCE IN THE JURISDICTION
WHERE A LAWSUIT IS PENDING (SUCH OTHER COUNSEL BEING "LOCAL COUNSEL" FOR
PURPOSES HEREOF), CLIENT SHALL BEAR ALL RELATED LOCAL COUNSEL FEES AND EXPENSES
DUE AND PAYABLE TO SUCH LOCAL