Nautilus 2009 Annual Report Download - page 107

C. Possible Enforcement by Buyer. If Buyer discovers that any of the Licensed Patents and/or Licensed Trademarks are infringed,
Buyer shall timely communicate the details of the infringement to Nautilus. Nautilus shall thereupon have the right, but not the
obligation, to take whatever action it deems necessary, including the filing of lawsuits, to protect the rights of the Parties to this
License and to terminate such infringement. Buyer shall provide reasonable assistance to Nautilus at Buyer’s expense, if Nautilus
takes any such action, but all expenses of Nautilus shall be borne by Nautilus. If Nautilus recovers any damages or compensation for
any action it takes hereunder, Nautilus shall retain 100% of such damages. Nautilus shall have ninety (30) 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 (30) day time period. 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 provided reasonable assistance to Buyer
at Nautilus’ expense as 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. 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
confusingly similar to a Licensed Mark.
pg. 12
6.
Written Notice.
Any Written Notice that is required under this License shall be in writing and shall be deemed delivered upon actual
delivery to the other party in the case of hand delivery, which includes delivery by a recognized courier (such as