Actions during the Term Sample Clauses

Actions during the Term. During the Term the Lessee and the Sublessee must: (a) use their best endeavours to enter into agreements and arrangements (other than contracts of employment) with other persons; and (b) enter into agreements and arrangements between themselves, on terms and conditions that will permit, where applicable, the Lessee and the Sublessee to comply with: (c) the terms of clauses 14.1 and 15 of the Infrastructure Lease by virtue of the operation of clause 11.6(a)(ii)(A); (d) the terms of clause 11.6(b); and (e) the requirements of any deed referred to in clause 15.2(g)(ii).

Actions during the Term. During the TERM, and subject to Sections 9.3 and 18.3 hereof: (a) HMR shall have the first right, at its sole expense, to respond to, defend or prosecute any actions, claims, proceedings, infringements or the like with respect to which notice is given by one party to the other pursuant to Section 9.1 hereof. In the event HMR elects to undertake any such response, defense or prosecution, MEDICIS shall, at HMR's reasonable request and at HMR's expense, cooperate with and assist HMR and its legal counsel in such undertaking, including without limitation by being a plaintiff or co-plaintiff and by causing its officers to execute pleadings and other necessary documents. HMR shall also cooperate with MEDICIS and its legal counsel with respect to, and keep MEDICIS and its counsel reasonably informed regarding the status of any actions taken by HMR pursuant to this Section 9.2(a). (b) In the event that within ten (10) calendar days after giving or receiving notice pursuant to Section 9.1 hereof, HMR has not undertaken action deemed by MEDICIS in its reasonable discretion to be appropriate to respond to, defend or prosecute any actions, claims, proceedings, infringements or the like with respect to which such notice has been given or received by HMR, or if at any time HMR abandons any such undertaking, then, in such event, MEDICIS shall have the option, at its expense, to respond to, defend or prosecute any such action, claim, proceeding, infringement or the like, and HMR shall, at MEDICIS' reasonable request and expense, cooperate with and assist MEDICIS in such undertaking, including without limitation by being a plaintiff or co-plaintiff and by causing its officers to execute pleadings and other necessary documents. MEDICIS shall also keep HMR and its counsel reasonably informed at all times as to the status of any actions taken by MEDICIS pursuant to this Section 9.2(b). (c) Neither party shall settle any suit or claim relating to the PATENTS or the KNOW-HOW without obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. (d) All costs and damages obtained by or awarded to a party defending or prosecuting an action or claim pursuant to this Section 9.2 shall, after each party has been reimbursed for all costs and expenses of every kind and character relating to such action, including reasonable attorneys' fees, be awarded (i) 90% to MEDICIS and 10% to HMR as to damages relating to periods after the LICENSE EFFECT...