Response to Third Party Infringement Sample Clauses

Response to Third Party Infringement. Hand shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-How, the Hand Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products. If Hand elects to respond to any actual or threatened infringement by initiating a proceeding, Hand shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand may settle or compromise any such proceeding without the consent of Synergy; provided, however, that if such settlement affects Synergy’s rights under this Agreement, or Synergy’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy to admit wrongdoing, fault, or liability, Hand will not settle or compromise any such proceeding without the written consent of Synergy, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand elects not to respond to any actual or threatened infringement of the Know-How, the Hand Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products, then Synergy shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy shall have full control over the conduct of such proceeding and Synergy may settle or compromise any such proceeding without the consent of Hand; provided, however, that if such settlement affects Hand’s intellectual property rights or its rights under this Agreement, or otherwise requires Hand to admit wrongdoing, fault, or liability, Synergy will not settle or compromise any such proceeding without the written consent of Hand, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy in the event that Hand elects not to respond to any actual or threatened infringement.
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Response to Third Party Infringement. (a) Braeburn shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn Patent, the Braeburn Xxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Products. If Braeburn elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding, including whether to initiate any legal proceeding and/or the settlement thereof. Braeburn may settle or compromise any such proceeding without the consent of Knight; provided, however, that if such settlement adversely affects Knight’s rights under this Agreement, or Knight’s ability to Commercialize the Sublicensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Braeburn will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned or delayed.
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Response to Third Party Infringement. Licensor shall have the first right, but not any obligation, to respond to any actual or threatened infringement of a Licensor Patent, the Licensor Mark or of any unfxxx trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products. If Licensor elects to respond to any actual or threatened infringement by initiating a proceeding, Licensor shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Licensor may [***]; provided, however, [***]. If Licensor elects not to respond to any actual or threatened infringement of an Licensor Patent, the Licensor Mark or of any unfxxx trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed Products, then Licensor shall so notify Knight and Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Knight shall [***]; provided, however, [***]. Knight shall [***] that is [***] to any actual or threatened infringement.
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Related to Response to Third Party Infringement

  • Third Party Infringement Claims If a Third Party Infringement Claim occurs in the Territory with respect to one or more elements of the RLS Licensed Technical Information or RLS Licensed Software, or in Teletrac's opinion is likely to occur, Teletrac will use reasonable commercial efforts, at its option and expense, either to challenge such Third Party Infringement Claim or otherwise procure for Licensee the right to continue to use, maintain and provide support for the Radio Location System, or to replace or modify the alleged infringing element so that such element becomes non-infringing, provided that such replacement or modification does not materially affect performance of the Radio Location System. If Teletrac has spent, or anticipates that it will be required to spend, more than U.S. $100,000 for such efforts, then Teletrac may give Licensee a ninety (90) day option to pursue such efforts on its own and at its own expense. If Licensee elects to pursue such efforts on its own, then Licensee may deduct from the Annual Royalty Payments due to Teletrac in the future, the reasonable expenses Licensee has incurred in obtaining non-infringing elements, up to a maximum amount of U.S.$250,000. If Licensee has not elected to pursue such efforts on its own within such ninety (90) day option period, then Licensee must notify Teletrac in writing either (i) that this License Agreement shall continue in full force and effect without regard to such Third Party Infringement Claim and without any reduction in the Annual Royalty Payment, or (ii) that Licensee elects to terminate this License Agreement due to such Third Party Infringement Claim, which shall be deemed to be a termination under Section 7.1. If the use of any RLS Licensed Software or RLS Licensed Technical Information is enjoined and the foregoing remedies cannot reasonably be accomplished, or if Licensee elects to continue this License Agreement but fails to procure the right to use the infringing element or to replace or modify the infringing element so that it becomes non-infringing, then Teletrac may require the return of the infringing RLS Licensed Software or RLS Licensed Technical Information, and Licensee's right to use such RLS Licensed Software or RLS Licensed Technical Information shall thereupon terminate. In no event shall Teletrac have any obligation to repay or refund any amounts previously paid to it by Licensee.

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