Assistance Conditions Sample Clauses

Assistance Conditions. Freescale shall be entitled to Motorola’s assistance pursuant to Section 6.3 (Enforcement Assistance) with regard to legal actions that Freescale brings against third Persons for infringement or misappropriation of Freescale’s Non-Patent Intellectual Property Rights in Project Derivatives if: (a) at least thirty (30) days before bringing an action, Freescale provides Motorola with a written analysis of the factual and legal grounds for the infringement claims that is sufficient to demonstrate a reasonable likelihood of success of the legal action without undue risks to Motorola’s rights or interests (“Analysis”); (b) Motorola fails to give reasonable assurances to Freescale that Motorola itself will pursue the infringement claim within thirty (30) days of Motorola’s receipt of the Analysis and any additional information reasonably requested by Motorola; (c) Freescale reimburses Motorola on a monthly basis (within thirty (30) days of Freescale’s receipt of Motorola’s invoices) for any out-of-pocket costs and time expenditure of one outside legal counsel reasonably acceptable to Motorola that Motorola incurs in the process of providing assistance in accordance with Freescale’s requests; (d) Freescale refrains from pursuing, settling or otherwise resolving or attempting the action in any manner that creates an unreasonable risk of preventing Motorola from continuing its business as then conducted or otherwise adversely affecting Motorola’s rights or interests (including, without limitation, an unreasonable risk of successful counterclaims for patent or claim invalidity or to narrow claim construction); and (e) Freescale keeps Motorola reasonably informed of the progress of such actions (including, as requested, providing notice and copies of significant dates, appearances and filings) and provides Motorola or its designee with a reasonable opportunity to consult and advise with respect to such actions.