COUNSEL.
IF SUCH OTHER COUNSEL DOES NOT QUALIFY
AS "LOCAL COUNSEL" AS DEFINED HEREIN, THE LAW FIRMS SHALL BEAR ALL FEES AND
EXPENSES DUE AND PAYABLE TO SUCH OTHER COUNSEL.
IN EITHER EVENT, THE ENGAGEMENT
OF OTHER COUNSEL IN ACCORDANCE HEREWITH SHALL NOT (I) RELIEVE THE LAW FIRMS FROM
THEIR RESPONSIBILITY AS LEGAL COUNSEL FOR THE CLIENT WITHOUT CLIENT'S PRIOR
WRITTEN CONSENT, OR (II) EXCEPT AS EXPRESSLY NOTED HEREIN RELATIVE TO THE
PAYMENT OF LOCAL COUNSEL FEES AND EXPENSES BY CLIENT, INCREASE THE COST TO
CLIENT OF ANY LAWSUITS OR REDUCE THE INTEREST OF THE CLIENT IN THE LICENSE
PROCEEDS, LITIGATION PROCEEDS OR QUALIFIED SALE PROCEEDS.
TO THE EXTENT IT IS
NECESSARY TO HIRE OTHER COUNSEL IN CONNECTION WITH ANY LAWSUIT, CLIENT AND LAW
FIRMS SHALL COOPERATE IN THE SELECTION OF SUCH OTHER COUNSEL.
9.
ASSIGNMENT OF PATENTS OR ANY RIGHTS
THEREIN.
THE LAW FIRMS AND THE CLIENT ACKNOWLEDGE AND AGREE THAT THE CLIENT'S
AGREEMENT TO PAY THE LAW FIRMS THE CONTINGENT ATTORNEYS' FEES HEREUNDER IS IN NO
WAY A CONVEYANCE OR ASSIGNMENT OF ANY INTEREST OR RIGHTS TO THE PATENTS.
THE
CLIENT RETAINS THE RIGHT TO USE THE TECHNOLOGY IN THE PATENTS AND TO MAKE, HAVE
MADE, IMPORT, USE, SELL OR OFFER FOR SALE ANY EQUIPMENT, DEVICE OR APPARATUS AND
TO PRACTICE ANY METHOD COVERED BY ANY CLAIM OF ANY OF THE PATENTS, FOR THE
CUSTOMERS OF THE CLIENT.
10.
TERMINATION OF ENGAGEMENT.
(A)
BY THE LAW FIRMS.
THE LAW FIRMS MAY AT ANY
TIME, AT THEIR OPTION (AND WITH COURT APPROVAL IN THE CASE OF ANY LAWSUIT), WITH
OR WITHOUT CAUSE, TERMINATE THEIR REPRESENTATION OF THE CLIENT HEREUNDER BY
PROVIDING NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE TO THE CLIENT.
(B)
BY THE CLIENT.
THE CLIENT MAY AT ANY TIME,
WITH OR WITHOUT CAUSE, TERMINATE THE LAW FIRMS' REPRESENTATION OF THE CLIENT
HEREUNDER BY PROVIDING NOT LESS THAN 90 DAYS' PRIOR WRITTEN NOTICE TO THE LAW
FIRMS.
(C)
EFFECT OF TERMINATION.
UPON THE EFFECTIVE
DATE OF THE TERMINATION OF THE LAW FIRMS' REPRESENTATION OF THE CLIENT UNDER
PARAGRAPH 10(A) OR 10(B) ABOVE (THE "TERMINATION DATE"), THIS FIRST AMENDED
AGREEMENT SHALL BE TERMINATED AND SHALL NO LONGER BE OF ANY FORCE OR EFFECT, AND
NEITHER PARTY SHALL THEREAFTER BE LIABLE TO THE OTHER HEREUNDER EXCEPT AS
FOLLOWS:
(1)
WITH RESPECT TO ANY CONTINGENT ATTORNEYS' FEES DUE AS OF OR
SUBSEQUENT TO THE TERMINATION DATE WITH RESPECT TO ANY LAWSUITS OR LICENSE
NEGOTIATIONS COMPLETED PRIOR TO THE TERMINATION DATE, THE CLIENT SHALL PAY THE
LAW FIRMS SUCH FEES AS PRESCRIBED IN PARAGRAPH 3 ABOVE.
(2)
WITH RESPECT TO ANY LAWSUIT OR LICENSE NEGOTIATION HEREUNDER THAT
IS NOT COMPLETED PRIOR TO THE TERMINATION DATE, BUT THAT IS THEREAFTER COMPLETED
BY THE CLIENT WITH OR WITHOUT THE ASSISTANCE OF REPLACEMENT LEGAL COUNSEL, UPON
RECEIPT OF ANY LICENSE PROCEEDS OR LITIGATION PROCEEDS WITH RESPECT THERETO, THE
CLIENT SHALL PAY THE LAW FIRMS THEIR PRO RATA SHARE OF SUCH PROCEEDS.
FOR
PURPOSES HEREOF, THE LAW FIRMS' "PRO RATA SHARE" SHALL BE (A)