Common use of Cooperation; Costs and Recoveries Clause in Contracts

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 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 Schering 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 SPLSchering, its Affiliates or Sublicensees of the relevant Agreement Products corresponding to such lost profits. If SPLSchering, 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 Schering 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 Schering 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, SPLSchering’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 Schering from such Third Party for the same quarter.

Cooperation; Costs and Recoveries. Each Party agrees to render ---------------------------------------- such reasonable assistance as the enforcing Party may request, and at the enforcing Party’s '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 and/or SP Products, as applicable, 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 's * in any calendar quarter shall not exceed fifty percent (50%) of the royalties received by SPL * from such Third Party for the same quarter.. __________________ * CONFIDENTIAL TREATMENT REQUESTED

Cooperation; Costs and Recoveries. Each Party agrees to render ---------------------------------------- such reasonable assistance as the enforcing Party may request, and at the enforcing Party’s '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 Schering 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 SPLSchering, its Affiliates or Sublicensees of the relevant Agreement Products and/or SP Products, as applicable, corresponding to such lost profits. If SPLSchering, 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-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 licenseSchering shall*; 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 which* 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 Schering's * in any calendar quarter shall not exceed fifty percent (50%) * of the royalties received by SPL Schering from such Third Party for the same quarter.