Common use of Cooperation; Award Clause in Contracts

Cooperation; Award. In the event a Party brings an infringement action in accordance with this Section 8.3, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither Party shall enter into any settlement or compromise of any action under this Section 8.3 which would in any manner alter, diminish, or be in derogation of the other Party’s rights under this Agreement without the prior written consent of such other Party, which shall not be unreasonably withheld. Except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, any recovery realized by a Party as a result of any action or proceeding pursuant to this Section 8.3, whether by way of settlement or otherwise, shall be applied first to reimburse the Parties’ documented out-of-pocket legal expenses relating to the action or proceeding in proportion to their expenses, and any remaining amounts shall be […***…] and, in the case Santen brought and controlled such action or proceeding, such remaining amounts that […***…].

Cooperation; Award. In the event a Party party brings an infringement action in accordance with this Section 8.37.4, the other Party party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. Neither Party party shall enter into any settlement or compromise of any action under this Section 8.3 7.4 which would in any manner alter, diminish, or be in derogation of the other Partyparty’s rights under this Agreement without the prior written consent of such other Partyparty, which which, except in the case of Trius Patents owned by Dong-A, shall not be unreasonably withheld. Except as otherwise agreed by the Parties parties in connection with a cost-sharing arrangement, any recovery realized by a Party party as a result of any action or proceeding pursuant to this Section 8.37.4, whether by way of settlement or otherwise, shall be applied first to reimburse retained by the Parties’ documented out-of-pocket legal expenses relating to the action or proceeding in proportion to their expenses, and any remaining amounts shall be […***…] and, in the case Santen party that brought and controlled such action for purposes of this Agreement; provided, however, that each party shall be reimbursed for any of its litigation expenses and any recovery realized by Bayer as a result of any action pursuant to Section 7.4(b) or proceeding, such remaining amounts that Section 7.4(c) (after reimbursement of the parties’ litigation expenses) […***…].