(a) (Project Co notice): If Project Co:
(i) becomes aware of a Claim by a person that the use of any of the Intellectual Property Rights or Moral Rights relating to the Project or the Project Assets infringes or amounts to a misuse of the Intellectual Property Rights, Moral Rights or other rights of a third party; or
(ii) believes that the State may have a Claim against a person for infringement or misuse of any Intellectual Property Rights or Moral Rights relating to the Project or the Project Assets,
it must promptly provide the State with written notice of the alleged Claim.
(b) (Prevention from using Intellectual Property Rights): Notwithstanding clause 43.5 or section 2.1, if as a result of any alleged or threatened violation or infringement of Intellectual Property Rights or Moral Rights, the State, Project Co or any other entity performing work under any Project Documents is prevented (whether by court order or otherwise) from exercising Intellectual Property Rights or Moral Rights it had been exercising or was proposing to exercise to carry out the Project Activities or to use or enjoy the Project Co Material or the Project Assets, Project Co must (at the State's option):
(i) secure for the State the right to continue exercising such Intellectual Property Rights or Moral Rights on terms no more onerous than those in this Deed;
(ii) replace such Intellectual Property Rights or Moral Rights with equivalent non-infringing Intellectual Property Rights or Moral Rights (as applicable); or
(iii) modify any materials, equipment, Software, devices or processes so that they become non-infringing or remove any materials, equipment, Software, devices or processes that are infringing without prejudice to any other rights of the State, and refund to the State all sums paid by the State for them.
(c) If the amount of time necessary to proceed with one of the options set out in section 2.3(b) is deemed excessive by the State, the State may direct Project Co to exercise another option providing for an equivalent outcome and Project Co must comply with that direction.
(d) The steps required for Project Co to comply with its obligations under sections 2.3(b) and 2.3(c) are at Project Co's sole cost and expense unless the alleged infringement or threatened infringement directly arises in respect of the licence granted to Project Co under section 2.7, in which case the costs are to be borne based upon the extent of responsibility of each party for the alleged infringement or threatened infringement, as reasonably determined by the State.