Common use of Expenses and Recoveries Clause in Contracts

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory shall be borne [**], and shall be reimbursed by Pfizer (in the case in which Arvinas is the enforcing Party) or Arvinas (in the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereof. If a Party bringing a claim, suit or action under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, and any remaining amount related to infringing activities in the Shared Territory shall then be deemed Net Sales. (ii) Notwithstanding Section 9.4(d)(i), all costs incurred in connection with enforcing any rights pursuant to Section 9.4(b)(ii) with respect to a Product Infringement in a country in a Single Party Region shall be borne solely by the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50).

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory The Enforcing Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas enforcement action when Inovio is the enforcing Party) or Arvinas (in Enforcing Party and Advaccine elects to join the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereofenforcement action. If a the Enforcing Party bringing a recovers monetary damages in such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount amounts shall be shared by the Parties as follows: i. if (A) Inovio is the Enforcing Party under Section 9.4(b)(i)(1) and Advaccine elects to join the enforcement action and share the cost and expenses related to infringing activities in thereto, or (B) Advaccine is the Shared Territory shall then be deemed Net Sales. (ii) Notwithstanding Section 9.4(d)(i), all costs incurred in connection with enforcing any rights pursuant to Enforcing Party under Section 9.4(b)(ii) with respect and Inovio elects to a Product Infringement in a country in a Single Party Region join the enforcement action and share the cost and expenses related thereto: [***] of the remaining amounts shall be borne solely retained by Inovio, and [***] of the enforcing Partyremaining amounts shall be paid to Advaccine; ii. If a if Inovio is the Enforcing Party bringing a claim(A) under Section 9.4(b)(i)(1) and Advaccine does not elect to join the enforcement action and share the cost and expenses related thereto, suit or action pursuant (B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by Inovio, and [***] of the remaining amounts shall be paid to Advaccine; iii. if Advaccine is the Enforcing Party (A) under Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in and Inovio does not elect to join the country in a Single Party Region recovers monetary damages from such Third Party in such suit enforcement action and share the cost and expenses related thereto, or action, such recovery (B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be allocated first to retained by Advaccine, and [***] of the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and amounts shall be shared between the Parties pursuant paid to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50)Inovio.

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with The enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas is enforcement action when the non-enforcing Party elects to join the enforcement action. If the enforcing Party) or Arvinas (Party recovers monetary damages in the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereof. If a Party bringing a such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.4(a), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount related to infringing activities in amounts shall be shared by the Shared Territory Parties as follows: (i) if Foamix is the enforcing Party: one hundred percent (100%) of the remaining amounts shall then be deemed Net Sales.retained by Foamix; (ii) Notwithstanding Section 9.4(d)(iif Cutia is the enforcing Party and Foamix does not elect to join the enforcement action and share the cost and expense of the enforcement action: one hundred percent (100%) of the remaining amounts shall be retained by Cutia (provided that, such remaining amounts shall be treated as Net Sales); and (iii) if Cutia is the enforcing Party and Foamix elects to join the enforcement action and share the cost and expense of the enforcement action: fifty percent (50%) of the remaining amounts shall be retained by Cutia, and fifty percent (50%) of the remaining amounts shall be paid to Foamix. For clarity, Foamix shall retain all costs incurred in connection with enforcing amounts recovered under any rights pursuant to Section 9.4(b)(ii) suit or action with respect to a Product Infringement in a country in a Single Party Region shall be borne solely by the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against of any Third Party engaged in Product Infringement Foamix Licensed Patent in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50)Foamix Territory.

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory The Enforcing Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas enforcement action when Inovio is the enforcing Party) or Arvinas (in Enforcing Party and Advaccine elects to join the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereofenforcement action. If a the Enforcing Party bringing a recovers monetary damages in such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount amounts shall be shared by the Parties as follows: (i) if (A) Inovio is the Enforcing Party under Section 9.4(b)(i)(1) and Advaccine elects to join the enforcement action and share the cost and expenses related thereto, or (B) Advaccine is the Enforcing Party under Section 9.4(b)(ii) and Inovio elects to infringing activities in join the Shared Territory enforcement action and share the cost and expenses related thereto: [***] of the remaining amounts shall then be deemed Net Sales.retained by Inovio, and [***] of the remaining amounts shall be paid to Advaccine; (ii) Notwithstanding if Inovio is the Enforcing Party (A) under Section 9.4(d)(i)9.4(b)(i)(1) and Advaccine does not elect to join the enforcement action and share the cost and expenses related thereto, all costs incurred in connection with enforcing any rights pursuant or (B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by Inovio, and [***] of the remaining amounts shall be paid to Advaccine; (iii) if Advaccine is the Enforcing Party (A) under Section 9.4(b)(ii) with respect and Inovio does not elect to a Product Infringement in a country in a Single Party Region join the enforcement action and share the cost and expenses related thereto, or (B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be borne solely retained by Advaccine, and [***] of the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery remaining amounts shall be allocated first paid to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50)Inovio.

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory The Enforcing Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas enforcement action when one Party is the enforcing Party) or Arvinas (in Enforcing Party and the case in which Pfizer is other Party elects to join the enforcing Party) within [**] of receiving an undisputed invoice thereofenforcement action. If a the Enforcing Party bringing a recovers monetary damages in such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount amounts shall be shared by the Parties as follows: (i) if (A) Aravive is the Enforcing Party under Section 9.4(b)(i)(1) and 3D Medicines elects to join the enforcement action and share the cost and expenses related thereto, or (B) 3D Medicines is the Enforcing Party under Section 9.4(b)(ii) and Aravive elects to infringing activities in join the Shared Territory enforcement action and share the cost and expenses related thereto: [***]of the remaining amounts shall then be deemed Net Sales.retained by Aravive, and [***]of the remaining amounts shall be paid to 3D Medicines; (ii) Notwithstanding if Aravive is the Enforcing Party (A) under Section 9.4(d)(i)9.4(b)(i)(1) and 3D Medicines does not elect to join the enforcement action and share the cost and expenses related thereto, all costs incurred in connection with enforcing any rights pursuant or (B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by Aravive, and [***] of the remaining amounts shall be paid to 3D Medicines; (iii) if 3D Medicines is the Enforcing Party (A) under Section 9.4(b)(ii) with respect and Aravive does not elect to a Product Infringement in a country in a Single Party Region join the enforcement action and share the cost and expenses related thereto, or (B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be borne solely retained by 3D Medicines, and [***] of the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery remaining amounts shall be allocated first paid to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50)Aravive.

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory The Enforcing Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas enforcement action when Aridis is the enforcing Party) or Arvinas (in Enforcing Party and SAMR elects to join the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereofenforcement action. If a the Enforcing Party bringing a recovers monetary damages in such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.3(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount related amounts shall be shared by the Parties as follows: (i) if Aridis is the Enforcing Party and SAMR does not elect to infringing activities in join the Shared Territory enforcement action and share the cost and expense of the enforcement action: seventy-five percent (75%) of the remaining amounts shall then be deemed Net Sales.retained by Aridis, and twenty-five percent (25%) of the remaining amounts shall be paid to SAMR; (ii) Notwithstanding Section 9.4(d)(iif Aridis is the Enforcing Party and SAMR elects to join the enforcement action and share the cost and expense of the enforcement action: fifty percent (50%) of the remaining amounts shall be retained by Aridis, and fifty percent (50%) of the remaining amounts shall be paid to SAMR; (iii) if SAMR is the Enforcing Party: seventy five percent (75%) of the remaining amounts shall be retained by SAMR, and twenty five percent (25%) of the remaining amounts shall be paid to Aridis; (iv) all amounts noted in subsections (i), all costs incurred (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection with enforcing any rights pursuant to Section 9.4(b)(ii) with respect to a Product Infringement an “Infringement” defined in a country in a Single Party Region shall be borne solely by the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50section 9.3(a).

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory The Enforcing Party shall be borne [**]solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and shall be reimbursed by Pfizer (in expense of the case in which Arvinas enforcement action when Genfit is the enforcing Party) or Arvinas (in Enforcing Party and Terns elects to join the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereofenforcement action. If a the Enforcing Party bringing a recovers monetary damages in such claim, suit or action brought under Section 9.4 against any Third Party engaged in Product Infringement recovers monetary damages from such Third Party in such suit or action9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such litigationenforcement action, and any remaining amount amounts shall be shared by the Parties as follows: (i) if (A) Genfit is the Enforcing Party under Section 9.4(b)(i)(1) and Terns elects to join the enforcement action and share the cost and expenses related thereto, or (B) Terns is the Enforcing Party under Section 9.4(b)(ii) and Genfit elects to infringing activities in join the Shared Territory enforcement action and share the cost and expenses related thereto: [***] of the remaining amounts shall then be deemed Net Sales.retained by Genfit, and [***] of the remaining amounts shall be paid to Terns; (ii) Notwithstanding if Genfit is the Enforcing Party (A) under Section 9.4(d)(i)9.4(b)(i)(1) and Terns does not elect to join the enforcement action and share the cost and expenses related thereto, all costs incurred in connection with enforcing any rights pursuant or (B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by Genfit, and [***] of the remaining amounts shall be paid to Terns; (iii) if Terns is the Enforcing Party (A) under Section 9.4(b)(ii) with respect and Genfit does not elect to a Product Infringement in a country in a Single Party Region join the enforcement action and share the cost and expenses related thereto, or (B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be borne solely retained by Terns, and [***] of the enforcing Party. If a Party bringing a claim, suit or action pursuant to Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action, such recovery remaining amounts shall be allocated first paid to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales and shall be shared between the Parties pursuant to Section 8.7, and all remaining recoveries other than the “lost profits” will be shared equally by the Parties (50/50)Genfit.

Expenses and Recoveries. (i) All Out-of-Pocket Costs incurred in connection with The enforcing any rights under this Section 9.4 with respect to a Product Infringement in the Shared Territory shall be borne [**], and shall be reimbursed by Pfizer (in the case in which Arvinas is the enforcing Party) or Arvinas (in the case in which Pfizer is the enforcing Party) within [**] of receiving an undisputed invoice thereof. If a Party bringing a claim, suit or action under this Section 9.4 against 9.6 will be solely responsible for any Third expenses incurred by such Party engaged in Product Infringement recovers monetary damages from as a result of such Third Party in claim, suit or action and if both Parties collectively bring the claim, suit or action under this Section 9.6, they will be jointly responsible for any expenses incurred by them as a result of such claim, suit or action. If a Party/ies recover(s) monetary damages in a claim, suit or action under Section 9.6, such recovery shall will be allocated first to the reimbursement of any reasonable expenses incurred by the Parties in such litigation, and any remaining amount related to infringing activities amounts will be allocated as follows: (i) in the Shared Territory shall then be deemed Net Sales. (ii) Notwithstanding Section 9.4(d)(i), all costs incurred in connection with enforcing case of any rights pursuant to Section 9.4(b)(ii) with respect to recovery for a Product Infringement in a country in a Single Party Region shall be borne solely by the enforcing Party. If a Party bringing a claim, suit or action Licensed Territory pursuant to an infringement action brought by Clovis or 3BP under Section 9.4(b)(ii) against any Third Party engaged in Product Infringement in the country in a Single Party Region recovers monetary damages from such Third Party in such suit or action9.6(b), such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation. If, after such reimbursement, any funds remain, then the portion of such remaining recoveries based on “lost profits” will be deemed Net Sales of Clovis if Clovis brings an infringement action, and shall will to [***] percent ([***]%) be shared between deemed Net Sales of Clovis and to the Parties other [***] percent ([***]%) be paid directly to 3BP if 3BP only brings an infringement action; and (ii) in the case of any recovery for a Product Infringement in the Retained Territory pursuant to an infringement action solely brought by 3BP under Section 8.79.6(c), and all remaining recoveries other than the “lost profits” 3BP will be shared equally by the Parties (50/50)entitled to retain all such recoveries.