THE TOTAL AMOUNT
OF THE PROCEEDS THAT OTHERWISE WOULD HAVE BEEN DUE AND PAYABLE TO THE LAW FIRMS
HEREUNDER RELATIVE TO SUCH LAWSUIT OR LICENSE NEGOTIATION IF THIS AGREEMENT HAD
REMAINED IN EFFECT THROUGH THE DATE OF CLIENT'S RECEIPT OF THE LICENSE PROCEEDS
OR LITIGATION PROCEEDS, MULTIPLIED BY (B) A FRACTION, THE NUMERATOR OF WHICH IS
EQUAL TO THE AMOUNT THAT WOULD REPRESENT THE LAW FIRMS' TOTAL BILLINGS FOR LEGAL
SERVICES RENDERED (ASSUMING SOLELY FOR PURPOSES HEREOF THAT THE LAW FIRMS WERE
IN FACT BILLING THE CLIENT AT THEIR THEN STANDARD HOURLY RATES (THE "ASSUMED
BILLINGS") RATHER THAN BILLING THE CLIENT IN ACCORDANCE WITH PARAGRAPH 3 ABOVE)
RELATIVE TO SUCH LAWSUIT OR LICENSE NEGOTIATION DURING THE PERIOD BEGINNING ON
APRIL 14, 2006 AND ENDING ON THE TERMINATION DATE, AND THE DENOMINATOR OF WHICH
IS EQUAL TO THE TOTAL BILLINGS BY ALL LAW FIRMS (INCLUDING THE ASSUMED BILLINGS
BY THE LAW FIRMS) FOR LEGAL SERVICES RENDERED RELATIVE TO SUCH LAWSUIT OR
LICENSE NEGOTIATION PRIOR TO THE DATE SUCH LAWSUIT OR LICENSE NEGOTIATION IS
COMPLETED.
ALSO FOR PURPOSES HEREOF, THE TOTAL BILLINGS OF THE LAW FIRMS THAT
COMPRISE THE NUMERATOR, AND THE TOTAL BILLINGS OF THE ADDITIONAL LAW FIRMS THAT
COMPRISE PART OF THE DENOMINATOR, MUST BE REASONABLE AS TO BOTH TIME AND BILLING
RATES.
(3)
WITH RESPECT TO ANY RELATED EXPENSES PAID BY LAW FIRMS PURSUANT TO
THIS FIRST AMENDED AGREEMENT THAT HAVE NOT BEEN REIMBURSED TO LAW FIRMS AS OF
THE TERMINATION DATE ("UNREIMBURSED RELATED EXPENSES"), CLIENT SHALL PAY TO LAW
FIRMS ALL UNREIMBURSED RELATED EXPENSES WITHIN THIRTY (30) DAYS AFTER THE
TERMINATION DATE.
(4)
WITH RESPECT TO ANY QUALIFIED SALE PROCEEDS RECEIVED BY CLIENT
AFTER THE TERMINATION DATE, NOTWITHSTANDING ANYTHING IN THIS FIRST AMENDED
AGREEMENT TO THE CONTRARY, CLIENT SHALL PAY TO LAW FIRMS 37.5% OF SUCH QUALIFIED
SALE PROCEEDS WITHIN THIRTY (30) DAYS AFTER SUCH QUALIFIED SALE PROCEEDS ARE
RECEIVED BY CLIENT OR, AT THE ELECTION OF THE CLIENT, CLIENT MAY PAY TO LAW
FIRMS WITHIN THIRTY (30) DAYS AFTER THE INCEPTION OF CLIENT'S RIGHT TO RECEIVE
QUALIFIED SALE PROCEEDS, THE PRESENT VALUE OF THE AMOUNT OF MONEY THAT IS TO BE
PAID TO THE CLIENT OVER TIME.
11.
AUDIT.
AS LONG AS THE LAW FIRMS ARE ENTITLED
TO RECEIVE PAYMENTS RESULTING FROM ANY LICENSE PROCEEDS OR LITIGATION PROCEEDS,
THE LAW FIRMS SHALL HAVE THE RIGHT TO AUDIT ALL FINANCIAL RECORDS OF THE CLIENT
RELATED TO THE RECEIPT OF ANY SUCH PROCEEDS.
12.
LAW FIRM AUTHORITY TO ACT FOR CLIENT.
SUBJECT
TO THE CLIENT'S RIGHT TO PRE-APPROVE RELATED EXPENSES IN ACCORDANCE WITH
PARAGRAPH 4 ABOVE AND THE OTHER PROVISIONS OF THIS FIRST AMENDED AGREEMENT, THE
CLIENT AUTHORIZES THE LAW FIRMS TO TRY, NEGOTIATE, COMPROMISE, SETTLE AND
RECEIVE FOR AND IN CLIENT'S NAME, ALL COMPENSATION, DAMAGES OR PROPERTY TO WHICH
CLIENT MAY BECOME ENTITLED BY REASON OF ANY LICENSE AGREEMENT OR LAWSUIT.
CLIENT AGREES NOT TO ENTER INTO ANY LICENSE AGREEMENT OR SETTLE ANY LAWSUIT
WITHOUT CONSULTATION WITH THE LAW FIRMS, AND THE LAW FIRMS AGREE NOT TO ENTER