3. Assertion of Relevant Claims.
3.1 Definitions. For purposes of this Section 3, the following capitalized terms are defined in this Section 3 and shall have the meaning specified herein.
Assert, Assertion, Asserts, and Asserted, means to commence or prosecute any patent infringement litigation in any jurisdiction in the world, whether administrative, judicial, arbitral, or otherwise, including any proceeding before or in the United States International Trade Commission.
Defendants means only the following entities: (i) Seller, (ii) a then-current Affiliate of Seller, or (iii) a Customer (a) for whom Seller has an obligation to defend and indemnify the Customer from and against an Assertion of a Relevant Claim, and (b) which tenders defense of the Asserted Relevant Claim to Seller.
Objectionable Assertion means the Assertion of a Relevant Claim (but not any other patent claim) against a Defendant in connection with that Defendants use, manufacture, sale, offer to sell, or importation of Relevant Products (but not any other product or service). Notwithstanding anything to the contrary, the Assertion of a claim (including any Relevant Claim) in connection with any use, manufacture, sale, offer to sell, or importation of any subassembly, module, modem card, or complete product that contains any integrated circuit incorporating all or any part of any Relevant Product or the output generated by a Relevant Product (determined, for this purpose, regardless of whether such claim covers or applies to all or any part of any Relevant Product or the output generated by a Relevant Product, respectively, and in either case when the Relevant Product is included in such subassembly, module, modem card, or complete end product), shall not be an Objectionable Assertion.
Relevant Claims means those claims in patents owned by Purchaser or its Affiliates that claim inventions conceived by the employees and contractors of Purchaser solely in the course of such employees and contractors performance of Relevant Products related services for Seller under the Transition Services Agreement.
3.2 Assertion of Relevant Claims. Subject to the limitations set forth below in Section 3.3 (Limitations), if Purchaser or any of its then-current Affiliates (the Plaintiff(s)) Asserts any Objectionable Assertion and the Plaintiffs do not, within thirty (30) days after Plaintiff s receipt of a written demand from Seller to take one of the actions described below in (i) or (ii) after the commencement of such Objectionable Assertion by the Plaintiffs (such 30-day period being the Dismissal Period), either: (i) dismiss (or cause the dismissal of) such litigation against the Defendants with respect to the Objectionable Assertion of the Relevant Claims with respect to the Defendants using, making, selling, offering for sale or importing Relevant Products; or (ii) amend (or cause the amendment of) the complaint to remove the Assertion of the Relevant Claims from the Objectionable Assertion against the Defendants with respect to the Defendants using, making, selling, offering for sale or importing Relevant Products (each of (i) and (ii) being a Dismissal), then Purchaser or its designee will, after a written demand from Seller received by Purchaser after the expiration of the Dismissal Period, make a single payment of an amount equal to [****] (the Payment Amount). Payment of the Payment Amount will be made, if at all, (a) to a single Defendant designated by the Defendants and (b) within thirty (30) days after the receipt of such written demand from Seller. The terms in this Section 3.2 shall not survive the termination of this Agreement.
[****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.