Common use of Control of Response; Recoveries Clause in Contracts

Control of Response; Recoveries. [*] shall have the first right, but not the obligation, to initiate and control patent infringement litigation for an Adamas Paragraph IV Claim; provided that the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such action. Any suit by [*] shall be brought either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum and [*] shall join any action brought by [*] pursuant to this Section 7.11 if requested by [*], at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by [*]; provided that [*] shall promptly reimburse [*] reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim controlled by [*], [*] shall (i) keep [*] reasonably informed regarding [*] actions with respect to such action and (ii) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. [*] shall [*] reasonable proposals or comments with respect to such documents and materials; and [*] shall [*] reasonable proposals or comments. If [*] elects not to assume control over litigating any Adamas Paragraph IV Claim, [*] shall notify [*] as soon as practicable but in any event not later than [*] before the first action required to litigate such Adamas Paragraph IV Claim so that [*] may, but shall not be required to, assume sole control over litigating such Adamas Paragraph IV Claim using counsel of its own choice. Notwithstanding the foregoing, if [*] a patent infringement litigation for such Adamas Paragraph IV Claim pursuant to this Section 7.11(b) that [*] and [*], [*] litigation for such Adamas Paragraph IV Claim; provided, however, that [*] with respect to such Adamas Paragraph IV Claim based on considerations of [*] under this Agreement. Any suit by [*] shall be either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum. [*] shall join any action brought by [*] pursuant to this Section 7.11 if requested by [*], at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] shall execute such legal papers and cooperate in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. prosecution of such suit as may be reasonably requested by [*]; provided that [*] shall promptly reimburse all reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim for which [*] assumes control under this Section 7.11(b), [*] shall (1) keep [*] reasonably informed regarding [*] actions with respect to such action and (2) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.4(f) above. In the case of a conflict between this Section 7.11 and Section 7.4 with regard to any action covered by this Section 7.11, this Section 7.11 shall control.

Control of Response; Recoveries. [*[ * ] shall have the first right, but not the obligation, to initiate and control patent infringement litigation for an Adamas Paragraph IV Claim; provided that the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such action. Any suit by [*[ * ] shall be brought either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum and [*[ * ] shall join any action brought by [*[ * ] pursuant to this Section 7.11 if requested by [*[ * ], at [*[ * ] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*[ * ] shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by [*[ * ]; provided that [*[ * ] shall promptly reimburse [*[ * ] reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*[ * ] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim controlled by [*[ * ], [*[ * ] shall (i) keep [*[ * ] reasonably informed regarding [*[ * ] actions with respect to such action and (ii) promptly provide [*[ * ] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. [*[ * ] shall [*[ * ] reasonable proposals or comments with respect to such documents and materials; and [*[ * ] shall [*[ * ] reasonable proposals or comments. If [*[ * ] elects not to assume control over litigating any Adamas Paragraph IV Claim, [*[ * ] shall notify [*[ * ] as soon as practicable but in any event not later than [*[ * ] before the first action required to litigate such Adamas Paragraph IV Claim so that [*[ * ] may, but shall not be required to, assume sole control over litigating such Adamas Paragraph IV Claim using counsel of its own choice. Notwithstanding the foregoing, if [*[ * ] a patent infringement litigation for such Adamas Paragraph IV Claim pursuant to this Section 7.11(b) that [*[ * ] and [*[ * ], [*[ * ] litigation for such Adamas Paragraph IV Claim; provided, however, that [*[ * ] with respect to such Adamas Paragraph IV Claim based on considerations of [*[ * ] under this Agreement. Any suit by [*[ * ] shall be either in the name of Adamas or its Affiliate, the name of Forest or its Affiliate, or jointly by Forest, Adamas and their respective Affiliates, as may be required by the Law of the forum. [*[ * ] shall join any action brought by [*[ * ] pursuant to this Section 7.11 if requested by [*[ * ], at [*[ * ] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*[ * ] shall execute such legal papers and cooperate in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. prosecution of such suit as may be reasonably requested by [*[ * ]; provided that [*[ * ] shall promptly reimburse all reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*[ * ] in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim for which [*[ * ] assumes control under this Section 7.11(b), [*[ * ] shall (1) keep [*[ * ] reasonably informed regarding [*[ * ] actions with respect to such action and (2) promptly provide [*[ * ] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.4(f) above. In the case of a conflict between this Section 7.11 and Section 7.4 with regard to any action covered by this Section 7.11, this Section 7.11 shall control. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Control of Response; Recoveries. [*] (i) Huadong shall have the first right, but not the obligation, to initiate and control patent infringement litigation for an Adamas such Paragraph IV Claim; provided that Claim in the provisions of Section 7.6 shall govern the right to defend any challenge to the validity or enforceability of any Adamas Patent Right brought in connection with such actionTerritory. Any suit by [*] Huadong shall be brought either in the name of Adamas vTv or its Affiliate, the name of Forest Huadong or its Affiliate, or jointly by ForestHuadong, Adamas vTv and their respective Affiliates, as may be required by the Law of the forum and [*] shall join any action brought by [*] pursuant to forum. For this Section 7.11 if requested by [*]purpose, at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] vTv shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by [*]Huadong; provided that [*] Huadong shall promptly reimburse [*] reasonable, documented, all out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*] vTv in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim controlled by [*], [*] shall (i) keep [*] reasonably informed regarding [*] actions with respect to such action and (ii) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. [*] shall [*] reasonable proposals or comments with respect to such documents and materials; and [*] shall [*] reasonable proposals or comments. If [*] Huadong elects not to assume control over litigating any Adamas Paragraph IV ClaimClaim in the Territory, [*] Huadong shall notify [*] vTv as soon as practicable but in any event not later than [***] days before the first action required to litigate such Adamas Paragraph IV Claim so that [*] vTv may, but shall not be required to, assume sole control over litigating such Adamas Paragraph IV Claim using counsel of its own choice. Notwithstanding the foregoing, if [*] a patent infringement litigation for such Adamas Paragraph IV Claim pursuant to this Section 7.11(b) that [*] and [*], [*] litigation for such Adamas Paragraph IV Claim; provided, however, that [*] with respect to such Adamas Paragraph IV Claim based on considerations of [*] under this Agreement. Any suit by [*] vTv shall be either in the name of Adamas vTv or its Affiliate, the name of Forest Huadong or its Affiliate, or jointly by ForestHuadong, Adamas vTv and their respective Affiliates, as may be required by the Law of the forum. [*] shall join any action brought by [*] pursuant to For this Section 7.11 if requested by [*]purpose, at [*] expense, and otherwise shall have the right to participate, at its sole expense, in such action. [*] Huadong shall execute such legal papers and cooperate in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. prosecution of such suit as may be reasonably requested by [*]vTv; provided that [*] vTv shall promptly reimburse all reasonable, documented, out-of-pocket expenses (including reasonable outside counsel fees and expenses) actually and reasonably incurred by [*] Huadong in connection with such cooperation. In respect of any patent infringement litigation for such Adamas Paragraph IV Claim for which [*] assumes control under this Section 7.11(b), [*] shall (1) keep [*] reasonably informed regarding [*] actions with respect to such action and (2) promptly provide [*] with copies of all documents and other materials filed by any party to such infringement litigation for such Adamas Paragraph IV Claim with the court before which such infringement action is pending. Any compensation recovered as a result of such litigation shall be allocated as set forth in Section 7.4(f7.4(e) above. (ii) vTv shall have the first right, but not the obligation, to initiate and control patent infringement litigation for such Paragraph IV Claim outside the Territory. In Any suit by vTv shall be brought either in the case name of vTv or its Affiliate, the name of Huadong or its Affiliate, or jointly by Huadong, vTv and their respective Affiliates, as may be required by the Law of the forum. For this purpose, Huadong shall execute such legal papers and cooperate in the prosecution of such suit as may be reasonably requested by vTv; provided that vTv shall promptly reimburse all out-of-pocket expenses (including reasonable counsel fees and expenses) actually incurred by vTv in connection with such cooperation. Any compensation recovered as a conflict between this result of such litigation shall be allocated as set forth in Section 7.11 and Section 7.4 with regard to any action covered by this Section 7.11, this Section 7.11 shall control7.4(e) above.