Common use of Cooperation and Recoveries Clause in Contracts

Cooperation and Recoveries. At the Party bringing and controlling any Third Party Infringement or defending any Agreement Patent Action or Claim of Product Infringement, as applicable ("Controlling Party")'s request, the other Party shall provide assistance in connection with such action, including by executing reasonably appropriate documents, providing access to such Party's premises and employees, cooperating reasonably in discovery, and joining as a party to the action if requested by the Controlling Party. The Controlling Party will keep the other Party reasonably informed of all material developments in connection with any such suit, provide copies of all documents filed, and consider in good faith any comments from the other Party, and the other Party shall have the right to consult with the Controlling Party and to participate in and, if appropriate, be represented by independent but mutually agreed upon counsel in such litigation at such other Party's own cost and expense. Neither Party shall, without the other Party's prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to the other Party or admits the invalidity or unenforceability of or adversely affects the scope of any such Pliant Patent or Joint Patent, which consent shall not be unreasonably withheld, delayed, or conditioned. Any recoveries resulting from a Claim of Third Party Infringement (whether by way of settlement or otherwise) shall be first applied against payment of each Party's costs and expenses in connection therewith (which amounts will be allocated pro rata if insufficient to cover the totality of such costs and expenses). Any remainder after such reimbursement to the extent relating to (i) Third Party Infringement of Pliant Patents in an action controlled by NVS will be [***]; (ii) Third Party Infringement of Pliant Patents in an action controlled by Pliant will be [***]; and (iii) any infringement of Joint Patents will be [***].

Cooperation and Recoveries. At the request of the Party bringing and controlling any Third Party Infringement or defending any Agreement Patent Action or Claim of Product InfringementAction, as applicable ("“Controlling Party"”)'s request, the other Party shall provide assistance in connection with such action, including by executing reasonably appropriate documents, providing access to such Party's ’s premises and employees, cooperating reasonably in discovery, and joining as a party to the action if requested by the Controlling Party. The Controlling Party will keep the other Party reasonably informed of all material developments in connection with any such suit, provide copies of all documents filed, and consider in good faith any comments from the other Party, and the other Party shall have the right to consult with the Controlling Party and to participate in and, if appropriate, be represented by independent but mutually agreed upon counsel in such litigation at such other Party's ’s own cost and expense. Neither Party shall, without the other Party's ’s prior written consent, enter into any settlement or consent decree that requires any payment by or admits or imparts any other liability to the other Party or admits the invalidity or unenforceability of or adversely affects the scope of any such Pliant Platform Patent Right, Product Patent Right, or Joint PatentPatent Right, which consent shall not be unreasonably withheld, delayed, or conditioned. Any recoveries resulting from a Claim of Third Party Infringement (whether by way of settlement or otherwise) shall be first applied against payment of each Party's ’s costs and expenses in connection therewith (which amounts will be allocated pro rata if insufficient to cover the totality of such costs and expenses). Any remainder after such reimbursement to the extent relating to (i) Third Party Infringement of Pliant Patents in an action controlled by NVS will be [***]; (ii) Third Party Infringement of Pliant Patents in an action controlled by Pliant will be [***]; and (iiiii) any infringement of Joint Patents will be Third Party Infringement [***].