TERRITORY B; TERRITORY C Sample Clauses

TERRITORY B; TERRITORY C. Each Party shall notify the other Party promptly upon learning of any actual, alleged or threatened infringement of any TRADEMARK or of any unfair trade practices, trade dress imitation, passing off of counterfeit goods, or like offenses, or any such claims brought by a THIRD PARTY against a PRODUCT in TERRITORY B or TERRITORY C (hereinafter "Infringement"). If the TRADEMARK involved is an SB Trademark (as defined in Section 10.1.2), or if the Infringement is otherwise not related to a Coulxxx Xxxdemark (as defined in Section 10.1.2), SB shall be primarily responsible for instituting, prosecuting and controlling any legal proceedings in its own name and by its own counsel to prevent or restrain such Infringement, and Coulxxx xxxees to give SB its reasonable cooperation and assistance. If the TRADEMARK involved is a Coulxxx Xxxdemark, Coulxxx xxxll be primarily responsible for instituting, prosecuting and controlling any legal proceedings in its own name and by its own counsel to prevent or restrain such Infringement, and SB agrees to give Coulxxx xxx reasonable cooperation and assistance.

TERRITORY B; TERRITORY C. All OUT-OF-POCKET COSTS paid to outside counsel and other THIRD PARTIES which were incurred in bringing, maintaining and prosecuting any action described in Section 10.5.2 shall be borne by the Party incurring the expense and any recovery shall be kept by the Party which was responsible for bringing the action. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.