Common use of Response to Third Party Infringement Clause in Contracts

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. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn elects not to initiate and respond to any actual or threatened infringement of a Braeburn Patent, a 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, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreement, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of Braeburn; provided, however, that if such settlement adversely affects Braeburn’s intellectual property rights or its rights under this Agreement, or Braeburn’s ability to Commercialize the Sublicensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of Braeburn, such consent not to be unreasonably withheld, conditioned or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Hand shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn PatentKnow-How, the Braeburn Xxxx 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 Sublicensed Licensed Products. If Braeburn Hand elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Hand 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 Hand may settle or compromise any such proceeding without the consent of KnightSynergy; provided, however, that if such settlement adversely affects KnightSynergy’s rights under this Agreement, or KnightSynergy’s ability to Commercialize the Sublicensed Licensed Products within the Territory, or otherwise requires Knight Synergy to admit wrongdoing, fault, or liability, Braeburn Hand will not settle or compromise any such proceeding without the written consent of KnightSynergy, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Hand elects not to initiate and respond to any actual or threatened infringement of a Braeburn Patentthe Know-How, a Braeburn Xxxx 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 Sublicensed Licensed Products, then Knight Synergy shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight Synergy shall have full control over the conduct of such proceeding and Knight Synergy may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnHand; provided, however, that if such settlement adversely affects BraeburnHand’s intellectual property rights or its rights under this Agreement, or Braeburn’s ability to Commercialize the Sublicensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Hand to admit wrongdoing, fault, or liability, Knight Synergy will not settle or compromise any such proceeding without the written consent of BraeburnHand, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight Synergy shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight Synergy in the event that Braeburn Hand elects not to respond to any actual or threatened infringement.

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 Mxxx 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. (b) If, within a period of [***] sixty (60) days after the first notice of infringement is provided under Section 8.4, Braeburn elects not to initiate and respond to any actual or threatened infringement of a Braeburn Patent, a Braeburn Xxxx Mxxx 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, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreement, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of Braeburn; provided, however, that if such settlement adversely affects Braeburn’s intellectual property rights or its rights under this Agreement, or Braeburn’s ability to Commercialize the Sublicensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of Braeburn, such consent not to be unreasonably withheld, conditioned or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Synergy shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn an Synergy Patent, the Braeburn Xxxx Synergy Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Synergy elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn . Synergy 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 Synergy 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 Licensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Braeburn . Synergy will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Synergy elects not to initiate and respond to any actual or threatened infringement of a Braeburn an Synergy Patent, a Braeburn Xxxx the Synergy Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnSynergy; provided, however, that if such settlement adversely affects BraeburnSynergy’s intellectual property rights or its rights under this Agreement, or BraeburnSynergy’s ability to Commercialize the Sublicensed Licensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Synergy to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of BraeburnSynergy, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn Synergy elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. Licensee shall (aand shall cause its Affiliates and Sublicensees to) Braeburn promptly (and in no event later than ten (10) days) advise Company in writing of any infringement or potential infringement or unauthorized use of the Company IP by Third Parties of which Licensee (or such Affiliate or Sublicensee) becomes aware relating to any Product in the Licensed Territory. Subject to the rights of the applicable Upstream Party, Company shall have the first right, but not any the obligation, to initiate institute any Proceedings against such alleged infringers at Company’s sole cost and respond expense. In such case, (i) Licensee agrees to cooperate with and assist Company in any actual such action, suit or threatened infringement of a Braeburn Patentother Proceeding, the Braeburn Xxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating and (ii) subject to the Sublicensed Products. If Braeburn elects to respond to any actual or threatened infringement by initiating a proceedinglast sentence of this Section 9.4(a), Braeburn shall use legal counsel of its choice at its expense and Company shall have full sole control over and the conduct exclusive right to prosecute and/or negotiate and approve any settlement of such proceeding, including whether to initiate any legal proceeding and/or the settlement thereofsuits. 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 Should Company decide not to be unreasonably withheld, conditioned institute any Proceeding against such alleged infringers within ninety (90) days from Company’s receipt of notice from Licensee or delayed. from the Company’s knowledge of the infringement (bwhichever occurs first) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn elects not to initiate and respond to any actual or threatened infringement of a Braeburn Patent, a Braeburn Xxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating then subject to the Sublicensed Productsrights of the applicable Upstream Party, then Knight Licensee shall have the right, but not the obligation, to take institute any Proceedings against such alleged infringers at Licensee’s sole cost and expense. In such case, (A) Company agrees to cooperate with and assist Licensee in any such action, at its sole expense suit or other Proceeding and (B) subject to the extent permitted under the Titan Agreementlast sentence of this Section 9.4(a), in which case Knight Licensee shall have full sole control over and the conduct exclusive right to defend and/or negotiate and approve any settlement of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”suits. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934Notwithstanding the foregoing, AS AMENDED. any such proceeding without the consent of Braeburn; provided, however, that if such settlement adversely affects Braeburn’s intellectual property rights or its rights under this Agreement, or Braeburn’s ability to Commercialize the Sublicensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn to admit wrongdoing, fault, or liability, Knight will not neither Party shall settle or compromise any such proceeding action, suit or other Proceeding described in this Section 9.4(a) without the prior written consent of Braeburnthe other Party, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Licensor shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn Licensor Patent, the Braeburn Xxxx Licensor Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Licensor elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Licensor 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 Licensor 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 Licensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Braeburn Licensor will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Licensor elects not to initiate and respond to any actual or threatened infringement of a Braeburn an Licensor Patent, a Braeburn Xxxx the Licensor Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnLicensor; provided, however, that if such settlement adversely affects BraeburnLicensor’s intellectual property rights or its rights under this Agreement, or BraeburnLicensor’s ability to Commercialize the Sublicensed Licensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Licensor to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of BraeburnLicensor, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn Licensor elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Synergy shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn an Synergy Patent, the Braeburn Xxxx Synergy Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Synergy elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn . Synergy 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 Synergy 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 Licensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Braeburn . Synergy will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Synergy elects not to initiate and respond to any actual or threatened infringement of a Braeburn an Synergy Patent, a Braeburn Xxxx the Synergy Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnSynergy; provided, however, that if such settlement adversely affects BraeburnSynergy’s intellectual property rights or its rights under this Agreement, or BraeburnSynergy’s ability to Commercialize the Sublicensed Licensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Synergy to admit wrongdoing, fault, or liability, Knight Xxxxxx will not settle or compromise any such proceeding without the consent of BraeburnSynergy, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight Xxxxxx in the event that Braeburn Synergy elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Ember shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn an Ember Patent, the Braeburn Xxxx Ember Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Ember elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Ember 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 Ember may settle or compromise any such proceeding without the consent of Knight; provided, however, that if such settlement adversely affects Knight’s 's rights under this Agreement, or Knight’s 's ability to Commercialize the Sublicensed Licensed Products within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Braeburn Ember will not settle or compromise any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Ember elects not to initiate and respond to any actual or threatened infringement of a Braeburn Ember Patent, a Braeburn Xxxx Ember Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the any Territory relating to the Sublicensed Licensed Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight shall have full control over the conduct of such proceeding and Knight may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnEmber; provided, however, that if such settlement adversely affects Braeburn’s Ember's intellectual property rights or its rights under this Agreement, or Braeburn’s Ember's ability to Commercialize the Sublicensed Licensed Products outside the Territory or outside the Field in the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Ember to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent of BraeburnEmber, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Braeburn Ember elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Bioniche shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn an Bioniche Patent, the Braeburn Bioniche 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 ProductsLicensed Product. If Braeburn Bioniche elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Bioniche 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 Bioniche may settle or compromise any such proceeding without the consent of KnightPaladin; provided, however, that if such settlement adversely Mtl#: 2045512.11 affects KnightPaladin’s rights under this Agreement, or KnightPaladin’s ability to Commercialize the Sublicensed Products Licensed Product within the Territory, or otherwise requires Knight Paladin to admit wrongdoing, fault, or liability, Braeburn Bioniche will not settle or compromise any such proceeding without the consent of KnightPaladin, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Bioniche elects not to initiate and respond to any actual or threatened infringement of a Braeburn an Bioniche Patent, a Braeburn the Bioniche 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 ProductsLicensed Product, then Knight Paladin shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight Paladin shall have full control over the conduct of such proceeding and Knight Paladin may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnBioniche; provided, however, that if such settlement adversely affects BraeburnBioniche’s intellectual property rights or its rights under this Agreement, or BraeburnBioniche’s ability to Commercialize the Sublicensed Products Licensed Product outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Bioniche to admit wrongdoing, fault, or liability, Knight Paladin will not settle or compromise any such proceeding without the consent of BraeburnBioniche, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight Paladin shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight Paladin in the event that Braeburn Bioniche elects not to respond to any actual or threatened infringement.infringement.‌‌‌‌

Response to Third Party Infringement. (a) Braeburn Hand shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn PatentKnow-How, the Braeburn Xxxx Hand Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Hand elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Hand 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 Hand may settle or compromise any such proceeding without the consent of KnightSynergy; provided, however, that if such settlement adversely affects KnightSynergy’s rights under this Agreement, or KnightSynergy’s ability to Commercialize the Sublicensed Licensed Products within the Territory, or otherwise requires Knight Synergy to admit wrongdoing, fault, or liability, Braeburn Hand will not settle or compromise any such proceeding without the written consent of KnightSynergy, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Hand elects not to initiate and respond to any actual or threatened infringement of a Braeburn Patentthe Know-How, a Braeburn Xxxx the Hand Mark or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products, then Knight Synergy shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight Synergy shall have full control over the conduct of such proceeding and Knight Synergy may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnHand; provided, however, that if such settlement adversely affects BraeburnHand’s intellectual property rights or its rights under this Agreement, or Braeburn’s ability to Commercialize the Sublicensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Hand to admit wrongdoing, fault, or liability, Knight Synergy will not settle or compromise any such proceeding without the written consent of BraeburnHand, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight Synergy shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight Synergy in the event that Braeburn Hand elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. (a) Braeburn Licensor shall have the first right, but not any obligation, to initiate and respond to any actual or threatened infringement of a Braeburn Licensor Patent, the Braeburn Xxxx Licensor Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products. If Braeburn Licensor elects to respond to any actual or threatened infringement by initiating a proceeding, Braeburn Licensor 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 Licensor may settle or compromise any such proceeding without the consent of KnightLicensee; provided, however, that if such settlement adversely affects KnightLicensee’s rights under this Agreement, or KnightLicensee’s ability to Commercialize the Sublicensed Licensed Products within the Territory, or otherwise requires Knight Licensee to admit wrongdoing, fault, or liability, Braeburn Licensor will not settle or compromise any such proceeding without the consent of KnightLicensee, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. (b) If, within a period of [***] days after the first notice of infringement is provided under Section 8.4, Braeburn . If Licensor elects not to initiate and respond to any actual or threatened infringement of a Braeburn an Licensor Patent, a Braeburn Xxxx the Licensor Mxxx or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Sublicensed Licensed Products, then Knight Licensee shall have the right, but not the obligation, to take action, at its sole expense and to the extent permitted under the Titan Agreementexpense, in which case Knight Licensee shall have full control over the conduct of such proceeding and Knight Licensee may settle or compromise CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any such proceeding without the consent of BraeburnLicensor; provided, however, that if such settlement adversely affects BraeburnLicensor’s intellectual property rights or its rights under this Agreement, or BraeburnLicensor’s ability to Commercialize the Sublicensed Licensed Products outside the Territory, results in any monetary payment by or financial loss to Braeburn or otherwise requires Braeburn Licensor to admit wrongdoing, fault, or liability, Knight Licensee will not settle or compromise any such proceeding without the consent of BraeburnLicensor, such consent not to be unreasonably withheld, conditioned conditioned, or delayed. Knight Licensee shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Knight Licensee in the event that Braeburn Licensor elects not to respond to any actual or threatened infringement.