Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement of any intellectual property rights in accordance with Section 6.2:
(a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing, provided that such Party reimburses the other Party promptly for any costs and expenses incurred in connection with providing such assistance, including reasonable attorneys’ fees.
(b) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that the Corporation shall not settle any such suit, action, or other proceeding in a manner that adversely affects the rights of the Acquiror concerning the Carbon Fibre Technology without the Acquiror’s prior written consent.
Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2:
(a) the other Party shall provide all reasonable cooperation and assistance, at the enforcing Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing/solely if a court of competent jurisdiction determines Licensee is an indispensable party;
(b) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including attorneys’ fees, of the enforcing Party, with any remaining amounts shared fifty percent (50%) Licensor and fifty percent (50%) Licensee; and
(c) No Party shall settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written consent of the other Party.
Cooperation, Recovery, and Settlement. In the event a Party brings and controls the enforcement or defense of any AskGene Patent Rights in accordance with Section 7.2 or Section 7.3:
(a) such Party shall keep the other Party reasonably informed of the status of such enforcement or defense and such other Party shall be entitled to be represented by counsel in connection with such action at its own expense;
(b) the other Party shall provide all reasonable cooperation and assistance, at the enforcing Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing, if a court of competent jurisdiction determines such Party is an indispensable party or as otherwise reasonably requested by the initiating Party;
(c) Xilio shall have the [**] to grant a license or sublicense under the Licensed Patent Rights to any alleged infringer in the Oncology Field in the Xilio Territory, with the understanding that such license shall comply with and incorporate the material terms of this Agreement to the extent set forth in Section 2.5;
(d) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including attorneys’ fees, of the Parties incurred in connection with such suit, action or other proceeding, [**] and, if applicable, the Party receiving such proceeds shall pay the other Party such royalties that would be owed if such remaining amounts of such proceeds were obtained from the sale of a Licensed Product; and
(e) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, following receipt of the prior written approval of the other Party, which shall not be unreasonably withheld or delayed, and no settlement shall be entered into that adversely affects the rights of the other Party without the other Party’s prior written consent.
Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Intellectual Property Rights in accordance with this Section 3.7:
(i) the other Party shall provide all reasonable cooperation and assistance, at the enforcing Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing;
(ii) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any costs and expenses, including reasonable attorneys’ fees, of the enforcing Party, with any remaining amounts shared seventy five percent (75%) Licensor and twenty-five percent (25%) Licensee; and
(iii) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that a Party shall not settle any such suit, action, or other proceeding in a manner that adversely affects the rights of the other Party with respect to the Licensed Technology or Licensed Intellectual Property Rights without the other Party’s prior written consent.
Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2:
(a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing; and
(b) any recovery, damages or settlement derived from such suit, action or other proceeding shall be allocated according to the spirit of the provisions set forth in Section 4; and
(c) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that neither Party shall settle any such suit, action, or other proceeding in a manner that adversely affects the rights of the other Party concerning the Licensed Patents, without the other Party’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed.
Cooperation, Recovery, and Settlement. In the event Sagesse undertakes the enforcement or defense of any Licensed Patent in accordance with Section 9.2:
(a) Sirnaomics shall provide all reasonable cooperation and assistance, at Sagesse’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing.
(b) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be retained by Sagesse without accounting to Sirnaomics; and
(c) Sagesse may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, with the prior written approval of Sirnaomics, such approval not to be withheld, delayed, or conditioned unreasonably.
Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2:
(a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing; and
(b) any recovery, damages or settlement derived from such suit, action or other proceeding shall be applied first in satisfaction of any unreimbursed expenses and legal fees reasonably incurred, and the remainder, if any, shall be treated as described in the immediately following sentence. If the enforcement or defense action was brought by:
(i) LBS LLC, the remainder shall be treated as any other litigation related award, licensing revenue or bounty collected by LBS LLC in the normal course of its business; and
(ii) Inpixon, thirty percent (30%) of the remainder shall be kept by Inpixon, and the balance shall be tendered to LBS LLC.
(c) such Party that is allowed to settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, the other Party will notify the other Party a summary of such settlement..
Cooperation, Recovery, and Settlement. In the event a Party undertakes the enforcement or defense of any of the Licensed Patents in accordance with Section 3.2:
(a) the other Party shall provide all reasonable cooperation and assistance, at the enforcing or defending Party’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action solely if a court of competent jurisdiction determines Licensee is an indispensable party;
(b) any recovery, damages, or settlement derived from such suit, action, or other proceeding will be applied first in satisfaction of any patent damages caused by infringement of the Licensed Patents, costs and expenses (including attorneys’ fees), of the enforcing or defending Party and then any remaining amount shall be shared equally by Licensor and Licensee; and
(c) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that the settlement terms have no impacts on the business or assets of the other Party.
