Allocation of Proceeds and Costs of Enforcement. The Pro Rata Portion of any Proceeds of any enforcement of a Counterparty’s obligations under the Product Agreements relating to the Purchased Receivables pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and/or Purchaser in connection with such enforcement, shall belong to Purchaser. The Pro Rata Portion of all costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this Section 6.6 (other than any costs and expenses of Seller to the extent such amounts are specifically satisfied out of the Proceeds of such enforcement) shall be borne by Purchaser, provided that the Pro Rata Portion of any reimbursement by a Counterparty of these expenses shall belong to Purchaser.
Allocation of Proceeds and Costs of Enforcement. The Proceeds of any reach by the Licensee referred to in Section 6.6(a)(i), after deduction (and reimbursement to Seller and retainers and advances required by) the applicable counsel selected pursuant to Section 6.6(b)(ii)) actually incurred by Seller or Purchaser in connection with such enforcement (other than costs and expenses incurred by Seller or Purchaser pursuant to the last sentence of this clause (c)) and not previously reimbursed to Seller or Purchaser, shall be allocated and paid [***]. All costs and required by) the applicable counsel selected pursuant to Section 6.6(b)(ii)) incurred by Seller in respect of any breach by the Licensee referred to in Section 6.6(a)(i) (other than costs and expenses incurred by Seller pursuant to the last sentence of this clause (c)), shall be borne (as such costs and expenses are incurred) [***] by Seller and [***] by Purchaser, and Purchaser shall promptly (and in any event within 30 days) upon request reimburse Seller for [***] portion of such costs and expenses. Nothing contained herein shall limit Seller or Purchaser from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practicable, to consult with the applicable lead counsel selected pursuant to Section 6.6(b)(ii) for such enforcement. Section 6.7
Allocation of Proceeds and Costs of Enforcement. Except as otherwise provided herein, each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing Licensee’s obligations under the License Agreement pursuant to this Section 6.10. The Proceeds resulting from any enforcement of Licensee’s obligations under the License Agreement shall be applied first to reimburse the Seller and the Buyer for any reasonable and documented expenses incurred by them in connection with such enforcement, with the remainder of the Proceeds distributed (i) between the Buyer and the Seller, according to their respective Pro-Rata Portions, to the extent the breach by Licensee is related to any payment of, or adversely impacted, the Royalty and (ii) otherwise to the Seller for all other breaches by Licensee. The Seller hereby assigns and, if not presently assignable, agrees to assign to the Buyer, the amount of Proceeds due to the Buyer in accordance with this Section 6.10(c).
Allocation of Proceeds and Costs of Enforcement. Each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing the applicable counterparty’s obligations under the License Agreement pursuant to this Section 6.10, provided that the Buyer shall pay all costs and expenses pursuant to Section 6.10(b). The Proceeds resulting from any enforcement of the applicable counterparty’s obligations under the License Agreement undertaken at the Buyer’s request pursuant to this Section 6.10 shall be applied first to reimburse the Seller and the Buyer for any expenses incurred by them in connection with such enforcement, with the remainder of the Proceeds distributed to the Buyer. The Seller hereby assigns, and, if not presently assignable, agrees to assign, to the Buyer the amount of Proceeds due to the Buyer in accordance with this Section 6.10. Notwithstanding anything to the contrary, nothing in this Section 6.10 shall reduce the payments by Buyer of the payment obligations set forth in Section 2.2.
Allocation of Proceeds and Costs of Enforcement. (i)The proceeds from any enforcement of Vertical’s obligations under the Sale Agreement or the Marketing Agreement pursuant to this Section 7.6, after deduction and reimbursement to Buyer and Seller of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Buyer and Seller in connection with such enforcement, shall be, promptly (and in any event within [***] Business Days) following the receipt of such proceeds, allocated as follows: proceeds, to the extent relating to [***] shall be allocated to Buyer, and proceeds, to the extent relating to the [***] shall be allocated to Seller.
Allocation of Proceeds and Costs of Enforcement. The Proceeds of any enforcement of a Counterparty’s obligations under the Product Agreements relating to the Purchased Receivables pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller and/or Purchaser in connection with such enforcement, shall belong to Purchaser. The costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this Section 6.6 (other than any costs and expenses of Seller to the extent such amounts are specifically satisfied out of the Proceeds of such enforcement) shall be borne by Purchaser, provided that any reimbursement by a Counterparty of these expenses shall belong to Purchaser.
Allocation of Proceeds and Costs of Enforcement. Each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing Licensee’s obligations under the License Agreement pursuant to this Section 5.6(d), provided that the Buyer shall pay its Pro Rata Portion of the reasonable and documented costs and expenses incurred by the Seller in connection with the Seller’s enforcement of the License Agreement in accordance with Section
Allocation of Proceeds and Costs of Enforcement. The Proceeds of any enforcement of a Counterparty’s obligations under the Product Agreements pursuant to this Section 6.6, after deduction of all costs and expenses (including attorneys’ fees and expenses) incurred by Seller in connection with such enforcement, shall belong to Purchasers to the extent constituting Purchased Receivables and not constituting an Excluded Asset. All costs and expenses (including attorneys’ fees and expenses) of any enforcement pursuant to this *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***
Allocation of Proceeds and Costs of Enforcement. Other than as specifically provided otherwise, each of the Buyer and the Seller shall bear its own fees and expenses incurred in enforcing Licensee’s obligations under the License Agreement pursuant to this Section 5.8. The Proceeds resulting from any enforcement of Licensee’s obligations under the License Agreement shall be applied first to reimburse the Seller and the Buyer for any expenses incurred by them in connection with such enforcement (including notwithstanding the occurrence of the termination of the License Agreement), with the remainder of the Proceeds distributed to (i) the Buyer to the extent the breach by Licensee is related to the Royalty or the Products, or (ii) the Seller to the extent the breach by Licensee is not related to the Royalty or the Products. The Seller hereby assigns and, if not presently assignable, agrees to assign to the Buyer the amount of Proceeds due to the Buyer in accordance with this Section 5.8. Notwithstanding anything herein to the contrary, nothing in this Agreement, including without limitation this Section 5.8, permits or authorizes the Buyer to take any action or exercise any remedies directly against Licensee.
Allocation of Proceeds and Costs of Enforcement. The proceeds from any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this Section 7.6, after deduction of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Seller in connection with such enforcement, shall be, promptly (and in any event within five Business Days) following the receipt of such proceeds, allocated to Buyer and Seller in proportion to their respective interests in the Receivables. All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this Section 7.6 (other than any costs and expenses of Seller that are satisfied out of the proceeds of such enforcement) shall be borne by [***]. Nothing contained herein shall limit Buyer from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected pursuant to Section 7.6(b) for such enforcement.
