Common use of Expenses and Recoveries Clause in Contracts

Expenses and Recoveries. The Enforcing Party shall be solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and expense of the enforcement action when Aridis is the Enforcing Party and SAMR elects to join the enforcement action. If the Enforcing Party recovers monetary damages in such claim, suit or action brought under Section 9.3(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be shared by the Parties as follows: (i) if Aridis is the Enforcing Party and SAMR does not elect to join the enforcement action and share the cost and expense of the enforcement action: seventy-five percent (75%) of the remaining amounts shall be retained by Aridis, and twenty-five percent (25%) of the remaining amounts shall be paid to SAMR; (ii) if 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), (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection to an “Infringement” defined in section 9.3(a).

Expenses and Recoveries. The Enforcing Party shall be solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and expense of the enforcement action when Aridis one Party is the Enforcing Party and SAMR the other Party elects to join the enforcement action. If the Enforcing Party recovers monetary damages in such claim, suit or action brought under Section 9.3(b9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be shared by the Parties as follows: (i) if Aridis (A) Aravive is the Enforcing Party under Section 9.4(b)(i)(1) and SAMR 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 join the enforcement action and share the cost and expenses related thereto: [***]of the remaining amounts shall be retained by Aravive, and [***]of the remaining amounts shall be paid to 3D Medicines; (ii) if Aravive is the Enforcing Party (A) under Section 9.4(b)(i)(1) and 3D Medicines does not elect to join the enforcement action and share the cost and expense of the enforcement action: seventy-five percent expenses related thereto, or (75%B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by AridisAravive, and twenty-five percent (25%) [***] of the remaining amounts shall be paid to SAMR3D Medicines; (iiiii) if Aridis 3D Medicines is the Enforcing Party (A) under Section 9.4(b)(ii) and SAMR elects Aravive does not elect to join the enforcement action and share the cost and expense of the enforcement action: fifty percent expenses related thereto, or (50%B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be retained by Aridis3D Medicines, 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), (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection to an “Infringement” defined in section 9.3(a)Aravive.

Expenses and Recoveries. The Enforcing Party shall be solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and expense of the enforcement action when Aridis Genfit is the Enforcing Party and SAMR Terns elects to join the enforcement action. If the Enforcing Party recovers monetary damages in such claim, suit or action brought under Section 9.3(b9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be shared by the Parties as follows: (i) if Aridis (A) Genfit is the Enforcing Party under Section 9.4(b)(i)(1) and SAMR 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 join the enforcement action and share the cost and expenses related thereto: [***] of the remaining amounts shall be retained by Genfit, and [***] of the remaining amounts shall be paid to Terns; (ii) if Genfit is the Enforcing Party (A) under Section 9.4(b)(i)(1) and Terns does not elect to join the enforcement action and share the cost and expense of the enforcement action: seventy-five percent expenses related thereto, or (75%B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by AridisGenfit, and twenty-five percent (25%) [***] of the remaining amounts shall be paid to SAMRTerns; (iiiii) if Aridis Terns is the Enforcing Party (A) under Section 9.4(b)(ii) and SAMR elects Genfit does not elect to join the enforcement action and share the cost and expense of the enforcement action: fifty percent expenses related thereto, or (50%B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be retained by AridisTerns, 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), (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection to an “Infringement” defined in section 9.3(a)Genfit.

Expenses and Recoveries. The Enforcing Party shall be solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and expense of the enforcement action when Aridis Inovio is the Enforcing Party and SAMR Advaccine elects to join the enforcement action. If the Enforcing Party recovers monetary damages in such claim, suit or action brought under Section 9.3(b9.4(b), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be shared by the Parties as follows: i. if (iA) if Aridis Inovio is the Enforcing Party under Section 9.4(b)(i)(1) and SAMR 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 join the enforcement action and share the cost and expenses related thereto: [***] of the remaining amounts shall be retained by Inovio, and [***] of the remaining amounts shall be paid to Advaccine; ii. if Inovio is the Enforcing Party (A) under Section 9.4(b)(i)(1) and Advaccine does not elect to join the enforcement action and share the cost and expense of the enforcement action: seventy-five percent expenses related thereto, or (75%B) under Section 9.4(b)(ii): [***] of the remaining amounts shall be retained by AridisInovio, and twenty-five percent (25%) [***] of the remaining amounts shall be paid to SAMRAdvaccine; (ii) iii. if Aridis Advaccine is the Enforcing Party (A) under Section 9.4(b)(ii) and SAMR elects Inovio does not elect to join the enforcement action and share the cost and expense of the enforcement action: fifty percent expenses related thereto, or (50%B) under Section 9.4(b)(i)(1): [***] of the remaining amounts shall be retained by AridisAdvaccine, 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), (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection to an “Infringement” defined in section 9.3(a)Inovio.

Expenses and Recoveries. The Enforcing enforcing Party shall be solely responsible for any expenses it incurs as a result of such enforcement action, except that the Parties shall share equally the cost and expense of the enforcement action when Aridis is the Enforcing non-enforcing Party and SAMR elects to join the enforcement action. If the Enforcing enforcing Party recovers monetary damages in such claim, suit or action brought under Section 9.3(b9.4(a), such recovery shall be allocated first to the reimbursement of any documented expenses incurred by the Parties in such enforcement action, and any remaining amounts shall be shared by the Parties as follows: (i) if Aridis Foamix is the Enforcing enforcing Party: one hundred percent (100%) of the remaining amounts shall be retained by Foamix; (ii) if Cutia is the enforcing Party and SAMR Foamix does not elect to join the enforcement action and share the cost and expense of the enforcement action: seventy-five one hundred percent (75100%) of the remaining amounts shall be retained by AridisCutia (provided that, and twenty-five percent (25%) of the such remaining amounts shall be paid to SAMR;treated as Net Sales); and (iiiii) if Aridis Cutia is the Enforcing enforcing Party and SAMR 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 AridisCutia, 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 Foamix. For clarity, Foamix shall be retained by SAMR, and twenty five percent (25%) of the remaining amounts shall be paid to Aridis; (iv) retain all amounts noted recovered under any suit or action with respect to Infringement of any Foamix Licensed Patent in subsections (i), (ii), and (iii) above apply solely to the extent any such amounts are received directly in connection to an “Infringement” defined in section 9.3(a)Foamix Territory.