Common use of Cooperation; Recoveries Clause in Contracts

Cooperation; Recoveries. (1) If a Party (the “Controlling Party”) brings any Enforcement Action pursuant to Section 5.3(b), then the other Party (the “Cooperating Party”) shall cooperate as reasonably requested, at such Controlling Party’s expense, in the pursuit of such Enforcement Action, including by joining as a party to any such Enforcement Action if it is a necessary or indispensable party or taking such other actions as are necessary for standing or for the Controlling Party to otherwise maintain or pursue the Enforcement Action. The Controlling Party for an Enforcement Action shall: (i) have the right to use counsel of its choice in such Enforcement Action, (provided that the Cooperating Party shall have the right, even if not required to be joined, to participate in such Enforcement Action with its own counsel, at its own expense), (ii) keep the Cooperating Party reasonably informed with respect to the progress or disposition of such Enforcement Action, including reasonable consultation regarding any settlements, and (iii) use reasonable efforts to avoid and minimize any potential adverse impact on the Cooperating Party’s rights and interests. Neither Party shall have the right to make any admission or settle any Enforcement Action under this Section 5.3 in a manner that admits the invalidity or unenforceability of the other Party’s Patents without the prior written consent of the other Party, which shall not be unreasonably withheld. The Controlling Party for an Enforcement Action shall also have the right to control the settlement of such Enforcement Action; provided, however, no settlement shall be entered into without the consent of the Cooperating Party if such settlement would materially and adversely affect the interests of the Cooperating Party. (2) Any damages or other monetary awards recovered from the settlement of or judgment from an Enforcement Action shall be allocated first to reimburse the Controlling Party for the costs and expenses incurred by it in connection with such Enforcement Action (including any expenses or costs incurred by the Controlling Party to reimburse the Cooperating Party pursuant to Section 5.3(c)(1)), and then to reimburse the Cooperating Party for the costs and expenses incurred by it in connection with such Enforcement Action to the extent not previously reimbursed. Any amounts remaining shall be shared seventy-five percent (75%) to the Controlling Party and twenty-five percent (25%) to the Cooperating Party.

Cooperation; Recoveries. (1) If In the event a Party (the “Controlling Party”) brings any Enforcement Action pursuant to an infringement action or proceeding in accordance with Section 5.3(b11.4(b), then the other Party (the “Cooperating Party”) shall cooperate as reasonably requestedfully, at including, if required to bring such Controlling Party’s expenseaction, in the pursuit furnishing of such Enforcement Action, including by joining a power of attorney or being named as a party to any such Enforcement Action if it is a necessary or indispensable party or taking such other actions as are necessary for standing or for the Controlling Party to otherwise maintain or pursue the Enforcement Action. The Controlling Party for an Enforcement Action shall: (i) have the right to use counsel of its choice in such Enforcement Action, (provided that the Cooperating Party shall have the right, even if not required to be joined, to participate in such Enforcement Action with its own counsel, at its own expense), (ii) keep the Cooperating Party reasonably informed with respect to the progress or disposition of such Enforcement Action, including reasonable consultation regarding any settlements, and (iii) use reasonable efforts to avoid and minimize any potential adverse impact on the Cooperating Party’s rights and interestsparty. Neither Party shall have the right to make enter into any admission settlement or settle compromise of any Enforcement Action action or proceeding under this Section 5.3 11.4(b) in a manner that admits diminishes the invalidity rights or unenforceability interests of the other Party’s Patents Party without the prior written consent of the such other Party, which shall not be unreasonably withheld. The Controlling Except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, any recovery realized by SteadyMed as a result of any action or proceeding pursuant to Section 11.4(b), whether by way of settlement or otherwise, shall be used first to reimburse each Party for an Enforcement Action the unreimbursed out-of-pocket litigation expenses incurred by such Party in such action or proceeding, provided that if such recovery is insufficient to fully reimburse both Parties for such litigation expenses, such recovery shall also have be allocated between the right Parties on a pro rata basis in proportion to control the settlement relative share of such Enforcement Actioncosts incurred by each Party. Any remaining recovery after such reimbursement shall be allocated as follows: (i) in the case of any such action or proceeding brought by SteadyMed, any remaining recovery shall belong to SteadyMed; provided, however, no settlement that to the extent such recovery is attributable to Competitive Infringement: (1) that portion of such remaining recovery that represents compensatory damages for such Competitive Infringement shall be entered into without the consent of the Cooperating Party if such settlement would materially allocated [...***...] to SteadyMed and adversely affect the interests of the Cooperating Party.[...***...] to Cardiome; and (2) Any that portion of such remaining recovery that represents non-compensatory damages or other monetary awards recovered from the settlement of or judgment from an Enforcement Action for such Competitive Infringement shall be allocated first [...***...] to reimburse SteadyMed and [...***...] to Cardiome; and (ii) in the Controlling Party case of any such action or proceeding brought by Cxxxxxxx: (1) that portion of any remaining recovery that represents compensatory damages for the costs and expenses incurred by it in connection with such Enforcement Action (including any expenses or costs incurred by the Controlling Party to reimburse the Cooperating Party pursuant to Section 5.3(c)(1)), and then to reimburse the Cooperating Party for the costs and expenses incurred by it in connection with such Enforcement Action to the extent not previously reimbursed. Any amounts remaining Competitive Infringement shall be shared seventyallocated [...***...] to Cardiome and [...***...] to SteadyMed; and (2) that portion of any remaining recovery that represents non-five percent (75%) compensatory damages for Competitive Infringement shall be allocated [...***...] to the Controlling Party Cardiome and twenty-five percent (25%) to the Cooperating Party.[...***...]

Cooperation; Recoveries. (1) If In the event a Party (the “Controlling Party”) brings any Enforcement Action pursuant to an infringement action or proceeding in accordance with Section 5.3(b11.4(b), then the other Party (the “Cooperating Party”) shall cooperate as reasonably requestedfully, at including, if required to bring such Controlling Party’s expenseaction, in the pursuit furnishing of such Enforcement Action, including by joining a power of attorney or being named as a party to any such Enforcement Action if it is a necessary or indispensable party or taking such other actions as are necessary for standing or for the Controlling Party to otherwise maintain or pursue the Enforcement Action. The Controlling Party for an Enforcement Action shall: (i) have the right to use counsel of its choice in such Enforcement Action, (provided that the Cooperating Party shall have the right, even if not required to be joined, to participate in such Enforcement Action with its own counsel, at its own expense), (ii) keep the Cooperating Party reasonably informed with respect to the progress or disposition of such Enforcement Action, including reasonable consultation regarding any settlements, and (iii) use reasonable efforts to avoid and minimize any potential adverse impact on the Cooperating Party’s rights and interestsparty. Neither Party shall have the right to make enter into any admission settlement or settle compromise of any Enforcement Action action or proceeding under this Section 5.3 11.4(b) in a manner that admits diminishes the invalidity rights or unenforceability interests of the other Party’s Patents Party without the prior written consent of the such other Party, which shall not be unreasonably withheld. The Controlling Except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, any recovery realized by SteadyMed as a result of any action or proceeding pursuant to Section 11.4(b), whether by way of settlement or otherwise, shall be used first to reimburse each Party for an Enforcement Action the unreimbursed out-of-pocket litigation expenses incurred by such Party in such action or proceeding, provided that if such recovery is insufficient to fully reimburse both Parties for such litigation expenses, such recovery shall also have be allocated between the right Parties on a pro rata basis in proportion to control the settlement relative share of such Enforcement Actioncosts incurred by each Party. Any remaining recovery after such reimbursement shall be allocated as follows: (i) in the case of any such action or proceeding brought by SteadyMed, any remaining recovery shall belong to SteadyMed; provided, however, no settlement that to the extent such recovery is attributable to Competitive Infringement: (1) that portion of such remaining recovery that represents compensatory damages for such Competitive Infringement shall be entered into without the consent of the Cooperating Party if such settlement would materially allocated [*] to SteadyMed and adversely affect the interests of the Cooperating Party.[*]to Cardiome; and (2) Any that portion of such remaining recovery that represents non-compensatory damages or other monetary awards recovered from the settlement of or judgment from an Enforcement Action for such Competitive Infringement shall be allocated first [*] to reimburse SteadyMed and [*] to Cardiome; and (ii) in the Controlling Party case of any such action or proceeding brought by Cardiome: (1) that portion of any remaining recovery that represents compensatory damages for the costs and expenses incurred by it in connection with such Enforcement Action (including any expenses or costs incurred by the Controlling Party to reimburse the Cooperating Party pursuant to Section 5.3(c)(1)), and then to reimburse the Cooperating Party for the costs and expenses incurred by it in connection with such Enforcement Action to the extent not previously reimbursed. Any amounts remaining Competitive Infringement shall be shared seventyallocated [*] to Cardiome and [*] to SteadyMed; and (2) that portion of any remaining recovery that represents non-five percent (75%) compensatory damages for Competitive Infringement shall be allocated [*] to the Controlling Party Cardiome and twenty-five percent (25%) [*] to the Cooperating PartySteadyMed.

Cooperation; Recoveries. (1) If In the event a Party (the “Controlling Party”) brings any Enforcement Action pursuant to an infringement action or proceeding in accordance with Section 5.3(b11.4(b), then the other Party (the “Cooperating Party”) shall cooperate as reasonably requestedfully, at including, if required to bring such Controlling Party’s expenseaction, in the pursuit furnishing of such Enforcement Action, including by joining a power of attorney or being named as a party to any such Enforcement Action if it is a necessary or indispensable party or taking such other actions as are necessary for standing or for the Controlling Party to otherwise maintain or pursue the Enforcement Action. The Controlling Party for an Enforcement Action shall: (i) have the right to use counsel of its choice in such Enforcement Action, (provided that the Cooperating Party shall have the right, even if not required to be joined, to participate in such Enforcement Action with its own counsel, at its own expense), (ii) keep the Cooperating Party reasonably informed with respect to the progress or disposition of such Enforcement Action, including reasonable consultation regarding any settlements, and (iii) use reasonable efforts to avoid and minimize any potential adverse impact on the Cooperating Party’s rights and interestsparty. Neither Party shall have the right to make enter into any admission settlement or settle compromise of any Enforcement Action action or proceeding under this Section 5.3 11.4(b) in a manner that admits diminishes the invalidity rights or unenforceability interests of the other Party’s Patents Party without the prior written consent of the such other Party, which shall not be unreasonably withheld. The Controlling Except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, any recovery realized by SteadyMed as a result of any action or proceeding pursuant to Section 11.4(b), whether by way of settlement or otherwise, shall be used first to reimburse each Party for an Enforcement Action the unreimbursed out-of-pocket litigation expenses incurred by such Party in such action or proceeding, provided that if such recovery is insufficient to fully reimburse both Parties for such litigation expenses, such recovery shall also have be allocated between the right Parties on a pro rata basis in proportion to control the settlement relative share of such Enforcement Actioncosts incurred by each Party. Any remaining recovery after such reimbursement shall be allocated as follows: (i) in the case of any such action or proceeding brought by SteadyMed, any remaining recovery shall belong to SteadyMed; provided, however, no settlement that to the extent such recovery is attributable to Competitive Infringement: (1) that portion of such remaining recovery that represents compensatory damages for such Competitive Infringement shall be entered into without the consent allocated [redacted in accordance with Section 12.2(3) of the Cooperating Party if such settlement would materially National Instrument 51-102] to SteadyMed and adversely affect the interests [redacted in accordance with Section 12.2(3) of the Cooperating Party.National Instrument 51-102] to Cardiome; and (2) Any that portion of such remaining recovery that represents non-compensatory damages or other monetary awards recovered from the settlement of or judgment from an Enforcement Action for such Competitive Infringement shall be allocated first [redacted in accordance with Section 12.2(3) of National Instrument 51-102] to reimburse SteadyMed and [redacted in accordance with Section 12.2(3) of National Instrument 51-102] to Cardiome; and (ii) in the Controlling Party case of any such action or proceeding brought by Cardiome: (1) that portion of any remaining recovery that represents compensatory damages for the costs and expenses incurred by it in connection with such Enforcement Action (including any expenses or costs incurred by the Controlling Party to reimburse the Cooperating Party pursuant to Section 5.3(c)(1)), and then to reimburse the Cooperating Party for the costs and expenses incurred by it in connection with such Enforcement Action to the extent not previously reimbursed. Any amounts remaining Competitive Infringement shall be shared seventyallocated [redacted in accordance with Section 12.2(3) of National Instrument 51-five percent 102] to Cardiome and [redacted in accordance with Section 12.2(3) of National Instrument 51-102] to SteadyMed; and (75%2) that portion of any remaining recovery that represents non-compensatory damages for Competitive Infringement shall be allocated [redacted in accordance with Section 12.2(3) of National Instrument 51-102] to the Controlling Party Cardiome and twenty[redacted in accordance with Section 12.2(3) of National Instrument 51-five percent (25%) 102] to the Cooperating PartySteadyMed.