Cooperation; Costs and Recoveries. If a Party (the “Controlling Party”) brings an action with respect to a Subject Infringement in accordance with this Section 10.3.4 (an “Infringement Action”), then the other Party (the “Cooperating Party”) shall cooperate as reasonably requested, at such Controlling Party’s expense, in the pursuit of such Infringement Action, including if necessary by joining as a nominal Party to the Infringement Action. In any case, the Cooperating Party shall have the right, even if not required to be joined, to participate in such Infringement Action with its own counsel at its own expense. The costs and expenses of the Infringement Action shall be the responsibility of the Controlling Party, and any damages or other monetary rewards or settlement payments actually received and retained by the Controlling Party shall first be applied to reimburse the Controlling Party’s out-of-pocket expenses directly attributed to the Infringement Action, then the other Party’s out-of-pocket expenses directly attributed to the Infringement Action, and the remainder shall be shared as follows: [*] percent ([*]%) to the Controlling Party and [*] percent ([*]%) to the other Party.
Cooperation; Costs and Recoveries. Each Party agrees to render such reasonable assistance as the enforcing Party may request, and at the enforcing Party’s expense. Costs of maintaining any such action shall be paid by the Party bringing the action and any damages or settlements recovered therefrom shall belong to such Party. To the extent that SPL recovers any lost profits or other recovery based upon Third Party sales of infringing products, Pharmacopeia shall receive an equitable share of such recovery, as determined based upon the royalties Pharmacopeia would have been entitled to under this Agreement on Net Sales by SPL, its Affiliates or Sublicensees of the relevant Agreement Products corresponding to such lost profits. If SPL, in its sole discretion, agrees to settle any such infringement action by granting a sublicense to the Third Party infringer, and such Third Party, but for the grant of such sublicense, would be infringing a claim of an issued patent in the Collaboration Technology, or a composition-of-matter claim of an issued patent in the Schering Technology, SPL shall be entitled to receive all consideration payable by such Third Party for the grant of the license; provided, however, that net sales of such Third Party products in the Territory on which SPL receives such consideration (including, without limitation, running royalties or lump sum payments) shall be treated as Net Sales for purposes of this Agreement, and further provided that, notwithstanding anything herein to the contrary, SPL’s royalty obligations to Pharmacopeia with respect to such Third Party sales in any calendar quarter shall not exceed fifty percent (50%) of the royalties received by SPL from such Third Party for the same quarter.
Cooperation; Costs and Recoveries. Each party agrees to render such reasonable assistance in connection with enforcement activities described in this Section 6.2 as the enforcing party may request. Costs of maintaining any such action shall be paid by and belong to the party bringing the action. Any damages recovered from any such action (after the deduction of the costs of the action) shall be allocated as agreed upon in advance in writing by the parties.
Cooperation; Costs and Recoveries. Each Party agrees to render such reasonable assistance as the enforcing Party may request, at the enforcing Party’s expense. Amounts recovered from enforcing a Collaboration Patent or Preparatory Patent, whether as payment in settlement or otherwise, shall first be used to reimburse the Parties for their expenses in enforcing the patent (including attorneys’ and experts’ fees), with the remainder, if any, to be divided as follows:
(a) if InterMune prosecuted the action, then (i) Array shall be paid an amount equal to (x) the proportion that the royalties that would have been due upon sales of the infringing product if the infringing sales had been Net Sales of a Product sold by InterMune bear [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. to the total recovery multiplied by (y) such remaining recovery, and (ii) the remaining portion of such remaining recovery shall be paid to InterMune; and
(b) if Array prosecuted the action, then Array shall be paid twice the amount it would have received under (a) had InterMune prosecuted the action, and InterMune shall be paid the remaining portion of such remaining recovery. Notwithstanding the foregoing, if the patent that was enforced was a Preparatory Patent other than a Primary Preparatory Patent (as defined in Section 8.2.2), the action was prosecuted by Array, and the enforcement action extended to infringing activities competitive with Array’s or Array’s other licensees’ products, then the recovery shall be split between (i) an amount to be shared between Array and its other licensees as they may agree amongst themselves, and (ii) an amount to be shared between Array and InterMune in accordance with 8.3.3(b). The division between (i) and (ii) shall be made based on the extent to which the infringement was competitive with Array’s and its other licensees’ products, relative to the extent to which it was competitive with Products.
Cooperation; Costs and Recoveries. Each Party agrees to render such reasonable assistance as the enforcing Party may request, at the enforcing Party’s expense. Unless as otherwise provided for in this Agreement, amounts recovered from enforcing a patent filed pursuant to Section 9.4.1 and Section 9.6.2, whether as payment in settlement or otherwise, shall first be applied to expenses of such litigation, including reasonable attorneys’ fees, incurred by the Parties, with any remaining amounts recovered belonging to the Party bringing the action, except that any recovery realized by a Party as a result of such litigation, after reimbursement of the Parties’ litigation expenses, shall, only to the extent directly attributable to lost sales or lost profits with respect to Products, be treated as Net Sales of the applicable Product for purposes of this Agreement. The costs in bringing any action to enforce a patent filed pursuant to Section 9.4.2, 9.6.2 or 9.6.3 relating to CRL Technology or Collaboration Technology shall be paid by, and all recoveries therefrom belong to the Party bring the action.
Cooperation; Costs and Recoveries. If a party (the “Controlling Party”) brings an action with respect to an Infringement in accordance with Section 8.4.2 above (an “Infringement Action”), then the other party (the “Cooperating Party”) shall cooperate as reasonably requested, at such Controlling Party’s expense, in the pursuit of such Infringement Action, including if necessary by joining as a nominal party to the Infringement Action. In any case, the Cooperating Party shall have the right, even if not required to be joined, to participate in such Infringement Action with its own counsel at its own expense. The costs and expenses of the Infringement Action shall be the responsibility of the Controlling Party, and any damages or other monetary rewards or settlement payments received by the Controlling Party shall first be applied to reimburse the Controlling Party’s out-of-pocket expenses directly attributed to the Infringement Action, and the remainder shall be shared as follows: [*] percent ([*]%) to the Controlling Party and [*] percent ([*]%) to the Cooperating Party.
Cooperation; Costs and Recoveries. Each Party agrees to render such reasonable assistance as the enforcing Party may request, at the enforcing Party’s expense, including but not limited to joining such actions and/or executing such documents as may be necessary to, for example, enable the enforcing Party to establish standing in any court or tribunal to enforce the Collaboration Patent or the Collaboration Know How. Amounts recovered from enforcing the Collaboration Patent filed pursuant to Section 7.2.1 or [*] pursuant to Section 7.1.2, whether as payment in settlement or otherwise, shall belong to the Party bringing the action, provided, however, that amounts recovered by ONO shall first be used to reimburse ONO for its reasonable expenses in enforcing the patent (including attorneys’ and experts fees), with the remainder, and then the amount of any recovery remaining shall be allocated between the Parties on a pro rata basis taking into consideration the relative economic losses suffered by each Party. For example, [*]. A settlement, consent judgment or other voluntary final disposition of a suit under this Section 7.3 may be entered into by ONO without the consent of ARRAY, provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of any Pre-existing ARRAY Patent or any Collaboration Patent and provided further, that any rights to make such settlement, consent judgment or other disposition shall be limited to those rights ONO (and/or its Sublicensees) otherwise has the right to grant. The costs in bringing any action to enforce a patent filed pursuant to Section 7.2.2 shall be paid by, and all recoveries therefrom belong to, the Party bringing such action.
Cooperation; Costs and Recoveries. Each party agrees to render --------------------------------- such reasonable assistance as the prosecuting party may request. Costs of maintaining any such action and amounts recovered therefrom shall be paid by and belong to [***]; provided, any such recovery [***] shall be considered [***] of the relevant Product.
Cooperation; Costs and Recoveries. Each party agrees to render --------------------------------- such reasonable assistance as the prosecuting party may request. [***]
Cooperation; Costs and Recoveries. At the request and expense of either Party, the other Party shall give the requesting Party all reasonable assistance required to file and conduct any such proceeding and shall be entitled to retain any and all awards or damages obtained therefrom.
