Case: 21-1498 Document: 52 Page: 1 Filed: 11/04/2022
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-cv-
05342-YGR, 4:20-cv-05343-YGR, 4:20-cv-05344-YGR, 4:20-
cv-05345-YGR, 4:20-cv-05346-YGR, Judge Yvonne Gonza-
lez 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: 2 Filed: 11/04/2022
2 UNILOC 2017 LLC v. GOOGLE LLC
DAN L. BAGATELL, Perkins Coie LLP, Hanover, NH, ar-
gued 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 pa-
tent 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 innova-
tions 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 Califor-
nia. 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: 3 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 stand-
ing. Uniloc USA, Inc. v. Motorola Mobility LLC, -- F. 4th -
- (Fed. Cir. 2022). This case presents a different issue:
Whether the Termination Agreement terminated For-
tress’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 fol-
lows. On December 30, 2014, Uniloc 2017’s predecessors,
Uniloc Luxembourg (“Uniloc Lux”) and Uniloc USA (to-
gether, “the Unilocs”), entered into a Revenue Sharing and
Note and Warrant Purchase Agreement (“RSA”) with For-
tress 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, roy-
alty free, license (including the right to grant sub-
licenses) with respect to the Patents, which shall
be evidenced by, and reflected in, the Patent Li-
cense 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: 4 Filed: 11/04/2022
4 UNILOC 2017 LLC v. GOOGLE LLC
Parties agree that [Fortress] shall only use such li-
cense 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 cov-
enants 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 Moneti-
zation Revenues during the four fiscal quarter period end-
ing on such date.” J.A. 596 § 6.2.2.
The contingent license referenced in the RSA was for-
mally 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, royalty-
free 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 aris-
ing from the RSA. The Termination Agreement stated that
“the Revenue Sharing Agreement . . . [and] the Patent Li-
cense Agreement . . . shall terminate.” J.A. 913, § 1(d)(i).
On that same day, Uniloc 2017 acquired all relevant pa-
tents from Uniloc Lux.
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UNILOC 2017 LLC v. GOOGLE LLC 5
In November and December of 2018, Uniloc 2017 2 filed
several patent infringement suits in the Eastern District of
Texas against Google, each alleging infringement of differ-
ent 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 im-
proper 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. Af-
ter transfer, the court ordered that Google file a single mo-
tion 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 2017 4 committed
at least one Event of Default sufficient to trigger Fortress’s
acquisition of the license. Having found that Fortress ac-
quired 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 com-
plaint 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 stip-
ulations made by the parties.
4 For simplicity, we hereinafter sometimes refer to
both Uniloc 2017 and its predecessor entities as Uniloc
2017.
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6 UNILOC 2017 LLC v. GOOGLE LLC
owner does not have such rights if another party can li-
cense 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 “irrevo-
cable” under the terms of the License Agreement unambig-
uously 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 sub-
ject 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 ap-
peals, 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 re-
view a district court’s contract interpretation de novo. Sev-
enson 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: 7 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 termi-
nation 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 con-
tract 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 prac-
tical 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 omit-
ted). “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 select-
ing New York state law; the Termination Agreement con-
tains a choice-of-law provision selecting Delaware state
law; and the License Agreement contains no specific choice-
of-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 Li-
cense 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: 8 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) (ci-
tation and internal quotation marks omitted).
As in the companion cases decided today, we conclude
that, as a matter of collateral estoppel, the License Agree-
ment between the Unilocs and Fortress granted Fortress a
“non-exclusive, transferrable, sub-licensable, divisible, ir-
revocable, fully paid-up, royalty-free and worldwide li-
cense” 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 Ter-
mination 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) sur-
vived 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 termi-
nate.” The entire purpose of the License Agreement was to
grant and govern the grant of a license to Fortress. There-
fore, by terminating the License Agreement and rights un-
der 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 Termi-
nation Agreement, held that, under New York law, the Ter-
mination 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: 9 Filed: 11/04/2022
UNILOC 2017 LLC v. GOOGLE LLC 9
“irrevocable.” But this does not suggest the license is irrev-
ocable 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 “irrevoca-
ble” 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 re-
voked at the will of one party to it . . . . It does not mean
that the agreement to arbitrate is irrevocable by the mu-
tual 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, re-
voked or rescinded by the offeror.” (citations omitted)); Bar-
clays Bank D.C.O. v. Mercantile Nat’l Bank, 481 F.2d 1224,
1238 (5th Cir. 1973) (noting that the grantor of an irrevo-
cable 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 con-
sent 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 par-
ties). 7
7 The district court cited a Federal Circuit case
where the patent owner sued the sublicensee for patent in-
fringement, claiming that the exclusive license agreement
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10 UNILOC 2017 LLC v. GOOGLE LLC
The cases cited by the district court are not to the con-
trary. They involved one party’s unilateral attempt to re-
voke 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-Pro-
prietary, Inc. v. Canon, Inc., 537 F.3d 394, 400 (5th Cir.
2008) (applying New York law and concluding that, alt-
hough 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 Fraunho-
fer-Gesellschaft zur Förderung der Angewandten For-
schung 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 Agree-
ment 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” li-
cense could not be terminated by mutual agreement.
Case: 21-1498 Document: 52 Page: 11 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 “ir-
revocable” does not prevent termination by mutual agree-
ment.
However, Google relies on other language in the Li-
cense Agreement (not relied on by the district court) to ar-
gue that Fortress’s license survived. The License
Agreement states that “[a]ny rights . . . which by their na-
ture survive and continue after any expiration or termina-
tion 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 Agree-
ment, 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 re-
lease, 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 sur-
vive 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” sur-
vived 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: 12 Filed: 11/04/2022
12 UNILOC 2017 LLC v. GOOGLE LLC
applied “during the [contract] Term and thereafter” sur-
vived 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 ear-
lier, 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 re-
fer 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 lan-
guage 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 sur-
vive 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 dis-
putes 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); Cott-
man Ave. PRP Grp. v. AMEC Foster Wheeler Env’t Infra-
structure 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: 13 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 cre-
ated 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 sur-
vives 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 Par-
ties provided that any sublicenses granted hereunder prior
to the termination of this Agreement shall survive accord-
ing to the respective terms and conditions of such subli-
censes.” 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. Asbes-
tos Litig., 838 N.Y.S.2d 76, 80 (App. Div. 2007) (“[T]he [in-
demnification] 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)).
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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 oc-
curred, such Event of Default shall be deemed to exist and
be continuing for all purposes of this Agreement” until cer-
tain 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 sur-
vive an agreement to terminate the license. Nothing in the
RSA prevented the Termination Agreement from eliminat-
ing 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 continu-
ing for all purposes of this Agreement until the ear-
lier 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 Ma-
jority 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.
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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