Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. Ultra agrees to notify Delta in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta to join as a party any Enforcement Action brought by Ultra.

Enforcement Actions. Ultra CSRA agrees to notify Delta CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra CSRA or an Ultra a CSRA Subsidiary. Delta CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra CSRA shall, and if requested by Delta CSC cause Ultra CSRA Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraCSRA, Ultra CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra CSRA that it determines not to bring an Enforcement Action, Ultra CSRA may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra CSRA shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra CSRA shall indemnify, defend and hold harmless (at UltraCSRA’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra CSRA without DeltaCSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra CSRA shall be borne by Ultra CSRA and any Recoveries awarded to Ultra CSRA as a direct result of an Enforcement Action brought by Ultra CSRA shall belong to UltraCSRA. Delta CSC shall, if reasonably requested by Ultra CSRA and at UltraCSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta CSC to join as a party any Enforcement Action brought by UltraCSRA.

Enforcement Actions. Ultra Computer Sciences GS agrees to notify Delta CSC in writing, as promptly as reasonably practicable, of any actual, threatened actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Methodologies, Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra SubsidiaryComputer Sciences GS. Delta CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra Computer Sciences GS shall, and if requested by Delta CSC cause Ultra Computer Sciences GS Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraComputer Sciences GS, Ultra Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra Computer Sciences GS that it determines not to bring an Enforcement Action, Ultra Computer Sciences GS may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Methodologies, Licensed Know-How or Licensed Marks that Ultra Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra Computer Sciences GS shall indemnify, defend and hold harmless (at UltraComputer Sciences GS’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra Computer Sciences GS without DeltaCSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra Computer Sciences GS shall be borne by Ultra Computer Sciences GS and any Recoveries awarded to Ultra Computer Sciences GS as a direct result of an Enforcement Action brought by Ultra Computer Sciences GS shall belong to UltraComputer Sciences GS. Delta CSC shall, if reasonably requested by Ultra Computer Sciences GS and at UltraComputer Sciences GS’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta CSC to join as a party any Enforcement Action brought by UltraComputer Sciences GS.

Enforcement Actions. Ultra Computer Sciences GS agrees to notify Delta CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra Computer Sciences GS or an Ultra a Computer Sciences GS Subsidiary. Delta CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra Computer Sciences GS shall, and if requested by Delta CSC cause Ultra Computer Sciences GS Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraComputer Sciences GS, Ultra Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra Computer Sciences GS that it determines not to bring an Enforcement Action, Ultra Computer Sciences GS may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra Computer Sciences GS shall indemnify, defend and hold harmless (at UltraComputer Sciences GS’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra Computer Sciences GS without DeltaCSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra Computer Sciences GS shall be borne by Ultra Computer Sciences GS and any Recoveries awarded to Ultra Computer Sciences GS as a direct result of an Enforcement Action brought by Ultra Computer Sciences GS shall belong to UltraComputer Sciences GS. Delta CSC shall, if reasonably requested by Ultra Computer Sciences GS and at UltraComputer Sciences GS’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta CSC to join as a party any Enforcement Action brought by UltraComputer Sciences GS.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, as promptly as reasonably practicableproducts or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed by each of the Base Licensors hereunder, upon the receipt by a License Party under the applicable Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an the Enforcement Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall recover such portion of the Recovery that is based on damages suffered by such Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then the applicable Base Licensor shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Intellectual Property licensed under License 4, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.

Enforcement Actions. Ultra agrees (a) Licensee shall promptly notify Licensor in writing of (i) any alleged infringement of the Licensed Trademarks by a third party’s actions, products or services of which Licensee is aware (an “Infringement Notice”), or (ii) any other Claim concerning the Licensed Trademarks of which Licensee is aware (“Other Claim Notice”). (b) Upon the receipt by Licensor of an Infringement Notice or an Other Claim Notice, Licensor shall have the sole right, but not the obligation, to notify Delta in writing(i) determine what, as promptly as reasonably practicableif any, actions shall be taken by Licensee on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringementand (ii) direct Licensee, challengeat Licensor’s cost and expense, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of the applicable Licensed Trademarks or Claims concerning such Licensed Trademarks, United States Patent and Trademark Office including, at Licensor’s reasonable discretion, to settle disputes regarding such Licensed Trademarks on any Non-Discriminatory terms not inconsistent with any rights or obligations under this Agreement, the Lease, the MLSA or any other U.S. or foreign governmental or administrative proceedingLease/MLSA Related Agreements (such actions, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta Proprietary Items and including any brought by a Third Party (an “Enforcement ActionActions”). Unless Any award, settlement, damages or recovery obtained from such Enforcement Action (the Parties otherwise agree“Recovery”) shall be allocated as follows: (i) first, all Licensor shall recover its costs and expenses related to the Enforcement Action and such portion of the Recovery that is based on damages suffered by Licensor related to the Enforcement Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), Licensee shall recover its cost and expenses related to the Enforcement Action (if any) and such portion of the Recovery that is based on damages suffered by Licensee related to the Enforcement Action; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Licensor shall recover such remaining portion. Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Licensor taking the lead in and controlling such Enforcement Action. Nothing in this Section 4.2(b) shall prevent Licensor from commencing its own Enforcement Action on any Non-Discriminatory terms not inconsistent with any rights or obligations under this Agreement, the Lease, the MLSA or any other Lease/MLSA Related Agreements at its own expense at any time. After the Management Termination Date, (i) to the extent that Licensor wishes to commence an Enforcement Action to protect its interest in the Licensed Trademarks that could implicate the CPLV Trademark, Licensor shall be borne by Delta, provide Licensee with prior notice thereof and Delta shall be entitled (ii) if Licensee issues an Infringement Notice or Other Claim Notice to all monetary damages, fines, settlement payments, costs, attorneys’ fees, Licensor relating to the CPLV Trademark and other amounts (“Recoveries”) awarded to Delta as a direct result of requests that Licensor commence an Enforcement Action. Ultra shallAction to protect the CPLV Trademark, in the case of each of (i) and if requested by Delta cause Ultra Subsidiaries and any sublicensees to(ii), at Delta’s expense, each Party shall reasonably cooperate fully and promptly with Delta the other Party in connection with respect to such Enforcement Action, in such manner Action and Licensee shall have the right to such extent as Delta may reasonably request, including joining join such Enforcement Action as a an additional party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at UltraLicensee’s sole cost and expense. (c) Delta for any losses of Delta arising from or relating Licensee agrees to such Enforcement Action brought reasonably cooperate with Licensor, including by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, executing all costs documents that Licensor may reasonably request and expenses related to an Enforcement Action brought by Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta to join joining as a party in an action to protect or enforce the Licensed Trademarks, to the extent consistent with the rights set forth above. (d) Nothing in this Section 4.2 shall permit Licensee to initiate or sustain any Enforcement Action brought by UltraAction, unless Licensee is expressly authorized to do so pursuant to this Section 4.2. Except as expressly set forth above, Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the Licensed Trademarks.

Enforcement Actions. Ultra agrees to notify Delta in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an a Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Delta Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta to join as a party any Enforcement Action brought by Ultra.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, as promptly as reasonably practicableproducts or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed by each of the Base Licensors hereunder, upon the receipt by a License Party under the applicable Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an the Enforcement Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall recover such portion of the Recovery that is based on damages suffered by such Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then the applicable Base Licensor shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Intellectual Property licensed under License 4 or License 9, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, products or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed under License A, License B, License C, License D, License E, License F, License G, License H, License I and License L, upon the receipt by a License Party under such Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor which initially licensed such Licensed IP to Services Co. under License A, License B or License C, as promptly as reasonably practicableapplicable, shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an the Enforcement Action Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall be borne recover such portion of the Recovery that is based on damages suffered by Deltasuch Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then (A) in the case of License A, License B and License C the applicable Licensor shall recover such remaining portion, and Delta (B) in the case of License D, License E, License F, License G, License H, License I and License L, the applicable Licensee shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ feesrecover such portion of the Recovery that is based on damages suffered by such Licensee, and other amounts (“Recoveries”v) awarded to Delta as a direct result if any portion of an Enforcement Actionthe Recovery remains after the allocations described in (i), (ii), (iii) and (iv)(B), then Services Co. shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Licensed IP licensed under License J and License K, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.