Nautilus 2009 Annual Report Download - page 222

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10.3.2.
Nautilus shall have ninety (90) days from the receipt of such details of infringement from Buyer to decide, in its
sole discretion, whether to take any action to stop such infringement. Nautilus shall provide Written Notice of
Nautilus
’
decision to Buyer before the end of such ninety (90) day time period.
10.3.3.
If Nautilus decides not to file any action (or to discontinue any action if initially undertaken by Nautilus), Buyer
shall also have the right, but not the obligation, to take any such action to stop the infringement, in which case
Nautilus shall provide reasonable assistance to Buyer at Nautilus
’ expense so long as Nautilus is not a party (by
joinder or otherwise) to any action, but all of Buyer
’s expenses shall be borne by Buyer. If Nautilus decides not to
file any action, and/or to discontinue any action if initially undertaken by Nautilus, and Buyer decides to take such
action and/or to continue any action that Nautilus decides to discontinue, then Buyer shall provide Written Notice
to Nautilus of Buyer’
s decision and, if Nautilus is a party (by joinder or otherwise) to such action, then Buyer shall
bear all of Nautilus’ expenses of participation in such action incurred from the time Buyer decides to take such
action and/or continue such action, including, but not limited to, subsequently incurred attorney’
s fees through and
including trial and upon appeal In such event Buyer will retain 100% of damages recovered after reimbursement
of Nautilus
’
expenses incurred in assisting Buyer in this action.
10.3.4. The Party pursuing the action shall be entitled to control the action; provided, however, no settlement shall be
entered into without the written consent of Nautilus, which consent shall not be unreasonably withheld. Nautilus is
not required to consent to any settlement that grants an alleged infringer a license under any one or more of the
Licensed Patents and/or any one or more of the Licensed Trademarks; and/or that allows an infringer to continue
to use a mark that is in Nautilus
’
sole determination confusingly similar to a Licensed Mark.