Distribution of Amounts Paid by Third Parties. Any amounts recovered by the Party initiating an Action pursuant to this Section 6.6, whether by settlement or judgment, shall be allocated in the following order: to reimburse the Parties for all out-of-pocket costs and expenses incurred in connection therewith, including attorneys’ fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, it will be shared pro-rata in proportion to the relative amount of such costs and expenses incurred by each Party. If after such reimbursement any funds remain from such damages, the remaining amount of such recovery shall be allocated as follows: the portion thereof attributable to “lost sales” in the Field shall be retained by TGTX and shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by TGTX and TGTX shall pay to CTI a royalty on such portion based on the royalty rates set forth in Section 5.7(a), and the portion thereof not attributable to “lost sales” and is not allocated to DFCI under Section 6.6 of the License Agreement shall be allocated 50% to TGTX and 50% to CTI.
Distribution of Amounts Paid by Third Parties. Any award paid by Third Parties as a result of such an Infringement action (whether by way of settlement or otherwise) solely with respect to the Field of Use if the BCH Patent Rights are not involved, and solely with respect to the Expanded Field of Use if the BCH Patent Rights are involved, shall be applied first to reimburse all participating Parties for all out-of-pocket costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, [**] percent ([**]%) of such remaining funds shall be paid to Akouos and [**] percent ([**]%) of such remaining funds shall be [**] between MEE and any Third Parties joining the Infringement action. Any such amounts awarded to Akouos shall be treated as Net Sales and subject to Akouos’ obligation to make royalty payments pursuant to Section 3.3.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by DFCI under Section 7.2 and funded solely by DFCI, any damages or other amounts recovered as a result of the proceeding will be retained by DFCI. In any other legal proceeding, any damages or other amounts will be distributed as follows. The damages or other amounts will first be used to reimburse Licensee and DFCI for litigation costs not paid from royalties and then to reimburse DFCI a sum equivalent to the total amount of royalties and sublicense or partnering income royalties deducted by Licensee under Section 7.3.3. The balance, if any, will be divided proportionately to their respective out-of-pocket expenses.
Distribution of Amounts Paid by Third Parties. Any award paid by Third Parties as a result of such an Infringement action (whether by way of settlement or otherwise) solely with respect to the Field of Use shall be applied first to [***]. Any such amounts awarded [***].
Distribution of Amounts Paid by Third Parties. Any award paid by Third Parties as a result of such an Infringement action (whether by way of settlement or otherwise) solely with respect to the Field of Use shall be applied first to reimburse all participating Parties for all out-of-pocket costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, [**] percent ([**]%) of such remaining funds shall be paid to Akouos and [**] percent ([**]%) of such remaining funds shall be [**] between Lonza and any Third Parties joining the Infringement action. Any such amounts awarded to Akouos shall be treated as Net Sales and subject to Akouos’ obligation to make royalty payments pursuant to Section 3.3.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by MEE under Section 7.2 and funded solely by MEE, any damages or other amounts recovered as a result of the proceeding will be retained by MEE. In any other legal proceeding, any damages or other amounts will be distributed as follows. The damages or other amounts will first be used to reimburse Licensee and MEE for litigation costs not paid from royalties, then to reimburse MEE a sum equivalent to the total amount of royalties and minimum royalties deducted by Licensee under Section 7.3.3 and then to Licensee to the extent such damages are allocable to lost sales of Licensed Products by Licensee, Affiliates or Sublicensees. The balance, if any, will be divided equally between the parties.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by a party and funded solely by that party, any damages or other amounts recovered as a result of the proceeding will be retained by that party. In any other legal proceeding, any damages or other amounts will be distributed as follows: the damages or other amounts will first be used to reimburse each party for the cost of the suit or action (including attorneys' fees and any other third-party costs) actually paid by each party, then split evenly. Damages or other amounts recovered as a result of the proceeding retained by B&L shall not be deemed Annual Net Sales or otherwise subject to royalties or other payment obligations to PTC under this Agreement.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by SERI under Section 7.2 and funded solely by SERI, any damages or other amounts recovered as a result of the proceeding will be retained by SERI. In any other legal proceeding, any damages or other amounts will be distributed as follows. The damages or other amounts will first be used to reimburse Licensee and SERI for litigation costs not paid from royalties and then to reimburse SERI a sum equivalent to the total amount of royalties and minimum royalties deducted by Licensee under paragraph 7.3.3. The balance, if any, will be divided equally between the parties.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by XXXXXX under clause 9 and funded solely by XXXXXX, any damages or other amounts recovered as a result of the proceeding will be retained by XXXXXX. In any legal proceeding brought by XXXXXX under clause 9.5 and funded jointly by XXXXXX and EKF, any damages or other amounts will first be used to reimburse each party pro rata for any out of pocket expenses it may have incurred with respect to defence of such action. The balance, if any, will be divided equally between the parties.
Distribution of Amounts Paid by Third Parties. In any legal proceeding brought by Licensee, DFCI or jointly by Licensee and DFCI pursuant to this Article 7, any recovery or proceeds of such proceeding, whether characterized as damages, costs, attorneys’ fee awards or otherwise, shall be distributed as follows: (a) each party shall first be reimbursed pro rata for its reasonable attorneys’ fees and out-of-pockets expenses actually incurred in connection with the proceeding; (b) DFCI shall second recover a sum equivalent to the total amount of royalties and sublicense or partnering income royalties deducted by Licensee under Section 7.6, if any; (c) Licensee shall third recover an amount equal to its lost profits or a reasonable royalty (whichever measure of damages has been applied in the legal proceeding or settlement thereof); (d) DFCI shall then receive the amount for royalties that Licensee would have owed to DFCI under this Agreement if Licensee had made the infringer’s sales directly, to the extent such award compensates Licensee for such sales, the amount of such royalties not to exceed the amount of any lost profits or reasonable royalty award (whichever measure of damages has been applied in the legal proceeding or settlement thereof); and (e) the balance, if any, will be divided on a pro rata basis between the parties according to their respective percentage contributions to the total documented cost and expense of the proceeding, including each party’s reasonable attorney’s fees.
