Distribution of Recovery. Any recovery obtained from third parties as the result of proceedings initiated or carried on by Arch Coal under Section 8.3, or by ADA under the last sentence of Section 8.3, whether by way of settlement or otherwise, shall be distributed as follows: (i) first, for reimbursement of any and all fees and expenses incurred by the parties in such proceedings and, with respect to ADA, not previously reimbursed by Arch Coal pursuant to Section 8.4, (ii) then, to the extent that damages are awarded for lost profits and/or a reasonable royalty based on hypothetical lost sales, the parties shall divide the remaining balance of any such damages in proportion to the amounts each party would have received under the terms of this Agreement if such hypothetical lost sales had actually occurred, and (iii) last, to the extent that damages are awarded other than for lost profits and/or a reasonable royalty (e.g., punitive damages), the parties shall share equally the remaining amount of any such damages. Any recovery obtained from third parties as the result of proceedings initiated or carried on by ADA under Section 8.3 (other than under the last sentence of Section 8.3) will be retained by ADA.
Distribution of Recovery. Any recovery of damages or other sums recovered in a proceeding or action with regard to Licensed Technology, Joint Program Intellectual Property or Joint Patent Rights handled by a party pursuant to Section 9.2(b) or 9.2(c) shall be applied first in satisfaction of any unreimbursed expenses and legal fees of the party bringing or defending the proceeding or action (the “Acting Party”) and next, if applicable, in satisfaction of the costs and expenses incurred by the other party in connection therewith, including reasonable attorneys’ fees involved in the prosecution and/or defense of any proceeding or action and, if after such reimbursement any funds shall remain from such damages or other sums recovered, the remaining recovery shall be [***]. No settlement, consent judgment or other voluntary final disposition of any suit regarding Licensed Technology, Joint Program Intellectual Property or Joint Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld.
Distribution of Recovery. 2.1. MMP Licensing shall be entitled to:
