Common use of Response to Third Party Infringement Clause in Contracts

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.

Response to Third Party Infringement. Hand Synergy shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howan Synergy Patent, the Hand 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 Licensed Products. If Hand Synergy elects to respond to any actual or threatened infringement by initiating a proceeding, Hand . Synergy shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Synergy may settle or compromise any such proceeding without the consent of SynergyKnight; provided, however, that if such settlement affects SynergyKnight’s rights under this Agreement, or SynergyKnight’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy Knight to admit wrongdoing, fault, or liability, Hand . Synergy will not settle or compromise any such proceeding without the written consent of SynergyKnight, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Synergy elects not to respond to any actual or threatened infringement of the Know-Howan Synergy Patent, the Hand 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 Licensed Products, then Synergy Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Knight shall have full control over the conduct of such proceeding and Synergy Knight may settle or compromise any such proceeding without the consent of HandSynergy; provided, however, that if such settlement affects HandSynergy’s intellectual property rights or its rights under this Agreement, or Synergy’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires Hand Synergy to admit wrongdoing, fault, or liability, Synergy Knight will not settle or compromise any such proceeding without the written consent of HandSynergy, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Knight in the event that Hand Synergy elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. Hand Licensee shall (and shall cause its Affiliates and Sublicensees to) 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 respond institute any Proceedings against such alleged infringers at Company’s sole cost and expense. In such case, (i) Licensee agrees to cooperate with and assist Company in any actual such action, suit or threatened infringement of Know-Howother Proceeding, the Hand Mxxx 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 Licensed Products. If Hand elects to respond to any actual or threatened infringement by initiating a proceedinglast sentence of this Section 9.4(a), Hand 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 proceedingsuits. 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 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. If Hand elects not to respond to any actual or threatened infringement from the Company’s knowledge 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 infringement (whichever occurs first) then subject to the Licensed Productsrights of the applicable Upstream Party, then Synergy 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 expensesuit or other Proceeding and (B) subject to the last sentence of this Section 9.4(a), in which case Synergy 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 Synergy may suits. Notwithstanding the foregoing, neither Party shall settle or compromise any such proceeding action, suit or other Proceeding described in this Section 9.4(a) 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 prior written consent of Handthe other Party, such which consent shall not to be unreasonably withheld, conditioned, withheld 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.

Response to Third Party Infringement. Hand Licensor shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howa Licensor Patent, the Hand 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 Licensed Products. If Hand Licensor elects to respond to any actual or threatened infringement by initiating a proceeding, Hand Licensor shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Licensor may settle or compromise any such proceeding without the consent of SynergyKnight; provided, however, that if such settlement affects SynergyKnight’s rights under this Agreement, or SynergyKnight’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy Knight to admit wrongdoing, fault, or liability, Hand Licensor will not settle or compromise any such proceeding without the written consent of SynergyKnight, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Licensor elects not to respond to any actual or threatened infringement of the Know-Howan Licensor Patent, the Hand 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 Licensed Products, then Synergy Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Knight shall have full control over the conduct of such proceeding and Synergy Knight may settle or compromise any such proceeding without the consent of HandLicensor; provided, however, that if such settlement affects HandLicensor’s intellectual property rights or its rights under this Agreement, or Licensor’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires Hand Licensor to admit wrongdoing, fault, or liability, Synergy Knight will not settle or compromise any such proceeding without the written consent of HandLicensor, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Knight in the event that Hand Licensor elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. Hand Ember shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howan Ember Patent, the Hand 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 Licensed Products. If Hand Ember elects to respond to any actual or threatened infringement by initiating a proceeding, Hand Ember shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Ember may settle or compromise any such proceeding without the consent of SynergyKnight; provided, however, that if such settlement affects Synergy’s Knight's rights under this Agreement, or Synergy’s Knight's ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy Knight to admit wrongdoing, fault, or liability, Hand Ember will not settle or compromise any such proceeding without the written consent of SynergyKnight, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Ember elects not to respond to any actual or threatened infringement of the Know-Howa Ember Patent, the Hand 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 Licensed Products, then Synergy Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Knight shall have full control over the conduct of such proceeding and Synergy Knight may settle or compromise any such proceeding without the consent of HandEmber; provided, however, that if such settlement affects Hand’s Ember's intellectual property rights or its rights under this Agreement, or Ember's ability to Commercialize the Licensed Products outside the Territory or outside the Field in the Territory, or otherwise requires Hand Ember to admit wrongdoing, fault, or liability, Synergy Knight will not settle or compromise any such proceeding without the written consent of HandEmber, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Knight in the event that Hand Ember elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. Hand Licensor shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howa Licensor Patent, the Hand 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 Licensed Products. If Hand Licensor elects to respond to any actual or threatened infringement by initiating a proceeding, Hand Licensor shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Licensor may settle or compromise any such proceeding without the consent of SynergyLicensee; provided, however, that if such settlement affects SynergyLicensee’s rights under this Agreement, or SynergyLicensee’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy Licensee to admit wrongdoing, fault, or liability, Hand Licensor will not settle or compromise any such proceeding without the written consent of SynergyLicensee, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Licensor elects not to respond to any actual or threatened infringement of the Know-Howan Licensor Patent, the Hand 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 Licensed Products, then Synergy Licensee shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Licensee shall have full control over the conduct of such proceeding and Synergy Licensee may settle or compromise any such proceeding without the consent of HandLicensor; provided, however, that if such settlement affects HandLicensor’s intellectual property rights or its rights under this Agreement, or Licensor’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires Hand Licensor to admit wrongdoing, fault, or liability, Synergy Licensee will not settle or compromise any such proceeding without the written consent of HandLicensor, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Licensee shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Licensee in the event that Hand Licensor elects not to respond to any actual or threatened infringement.

Response to Third Party Infringement. Hand Synergy shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howan Synergy Patent, the Hand Mxxx 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 Licensed Products. If Hand Synergy elects to respond to any actual or threatened infringement by initiating a proceeding, Hand . Synergy shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Synergy may settle or compromise any such proceeding without the consent of SynergyKnight; provided, however, that if such settlement affects SynergyKnight’s rights under this Agreement, or SynergyKnight’s ability to Commercialize the Licensed Products within the Territory, or otherwise requires Synergy Knight to admit wrongdoing, fault, or liability, Hand . Synergy will not settle or compromise any such proceeding without the written consent of SynergyKnight, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Synergy elects not to respond to any actual or threatened infringement of the Know-Howan Synergy Patent, the Hand Mxxx 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 Licensed Products, then Synergy Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Knight shall have full control over the conduct of such proceeding and Synergy Knight may settle or compromise any such proceeding without the consent of HandSynergy; provided, however, that if such settlement affects HandSynergy’s intellectual property rights or its rights under this Agreement, or Synergy’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires Hand Synergy to admit wrongdoing, fault, or liability, Synergy Xxxxxx will not settle or compromise any such proceeding without the written consent of HandSynergy, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Knight shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Xxxxxx in the event that Hand Synergy elects not to respond to any actual or threatened infringement.

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 Mark 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 Mark 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.

Response to Third Party Infringement. Hand Bioniche shall have the first right, but not any obligation, to respond to any actual or threatened infringement of Know-Howan Bioniche Patent, the Hand Mxxx 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 Licensed ProductsProduct. If Hand Bioniche elects to respond to any actual or threatened infringement by initiating a proceeding, Hand Bioniche shall use legal counsel of its choice at its expense and shall have full control over the conduct of such proceeding. Hand Bioniche may settle or compromise any such proceeding without the consent of SynergyPaladin; provided, however, that if such settlement Mtl#: 2045512.11 affects SynergyPaladin’s rights under this Agreement, or SynergyPaladin’s ability to Commercialize the Licensed Products Product within the Territory, or otherwise requires Synergy Paladin to admit wrongdoing, fault, or liability, Hand Bioniche will not settle or compromise any such proceeding without the written consent of SynergyPaladin, such consent not to be unreasonably withheld, conditioned, or delayed. If Hand Bioniche elects not to respond to any actual or threatened infringement of the Know-Howan Bioniche Patent, the Hand Mxxx 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 Licensed ProductsProduct, then Synergy Paladin shall have the right, but not the obligation, to take action, at its sole expense, in which case Synergy Paladin shall have full control over the conduct of such proceeding and Synergy Paladin may settle or compromise any such proceeding without the consent of HandBioniche; provided, however, that if such settlement affects HandBioniche’s intellectual property rights or its rights under this Agreement, or Bioniche’s ability to Commercialize the Licensed Product outside the Territory, or otherwise requires Hand Bioniche to admit wrongdoing, fault, or liability, Synergy Paladin will not settle or compromise any such proceeding without the written consent of HandBioniche, such consent not to be unreasonably withheld, conditioned, or delayed. Synergy Paladin shall be solely responsible for any legal costs or damages awards made in any proceeding that is initiated by Synergy Paladin in the event that Hand Bioniche elects not to respond to any actual or threatened infringement.infringement.‌‌‌‌