Common use of Expenses and Recoveries Clause in Contracts

Expenses and Recoveries. The term “Revenue” includes all fees, minimum royalties, payments, compensation, or consideration of any kind, including without limitation in-kind payments, forbearance in connection with settlement, equity amounts taken in lieu of cash, or discounts below fair market value of equity received by either Party or its Affiliates. (i) If [* * *] has not agreed to participate in the costs and expenses of a claim, suit or action pursuant to Section 9.4(b), the costs and expenses in bringing such claim, suit or action shall be borne [* * *] and, if [* * *] receives Revenue in such claim, suit or action, such Revenue shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be retained by [* * *]. (ii) If [* * *] has agreed to participate in the costs and expenses of a claim, suit or action pursuant to Section 9.4(b), the costs and expenses in bringing such claim, suit or action shall be borne [* * *]. [* * *] shall invoice [* * *] for [* * *]’s share of any such costs and expenses, and payments shall e due within [* * *] of receipt of such invoice. If the enforcing Party receives Revenue in such claim, suit or action, such Revenue shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be allocated as follows: [* * *].

Expenses and Recoveries. The term “Revenue” includes all fees, minimum royalties, payments, compensation, or consideration of any kind, including without limitation in-kind payments, forbearance in connection with settlement, equity amounts taken in lieu of cash, or discounts below fair market value of equity received by either Party or its Affiliates. (i) If [* * *] has not agreed to participate in the costs and expenses of A Party bringing a claim, suit or action pursuant under Section 9.4(b) (except under Section 9.4(b)(iv) which is subject to Section 9.4(b), 9.4(d)(ii) below) against any person or entity engaged in Infringement of the costs and expenses in bringing such claim, suit or action Alder Patents (including the Core Patents) shall be borne [* * *] and, if [* * *] receives Revenue in solely responsible for any expenses incurred by such Party as a result of such claim, suit or action. If such Party recovers monetary damages from such Third Party in such suit or action, such Revenue recovery shall first be allocated first applied to the reimbursement of any all out-of-pocket costs and expenses incurred by the Parties in connection [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. therewith, including attorneys fees. If such litigation (including, for this purpose, a reasonable allocation of recovery is insufficient to cover all such costs and expenses of internal counsel)both Parties, it shall 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 shall remain from such damages, such funds shall be shared as follow: (i) if BMS is the Party bringing such suit and the Infringement is in the Licensed Field, such remaining amounts funds shall be treated as Net Sales of Licensed Product, (ii) if BMS is the Party bringing such suit and the Infringement is in the Cancer Field in the Cancer Territory and BMS has exercised the Option, such remaining funds shall be treated as Net Sales of Co-Developed Product, (iii) if BMS is the Party bringing such suit and the Infringement is in the Cancer Field in the Alder Cancer Territory and BMS has exercised the Option, BMS shall pay such remaining funds to Alder, (iv) if BMS is the Party bringing such suit and the Infringement is in the Cancer Field and BMS has not exercised the Option, BMS shall pay such remaining funds to Alder and (v) if Alder is the Party bringing such suit, such remaining funds shall be retained by [* * *]Alder. (ii) If [* * *] has agreed to participate in the costs and expenses of A Party bringing a claim, suit or action pursuant to under Section 9.4(b), 9.4(b)(iv) against any person or entity engaged in Infringement of the costs and expenses in bringing such claim, suit or action Joint Patents shall be borne [* * *]. [* * *] shall invoice [* * *] solely responsible for [* * *]’s share any expenses incurred by such Party as a result of any such costs and expenses, and payments shall e due within [* * *] of receipt of such invoice. If the enforcing Party receives Revenue in such claim, suit or action. If such Party recovers monetary damages from such Third Party in such suit or action, such Revenue recovery shall first be allocated first applied to the reimbursement of any all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including attorneys fees. If such litigation (including, for this purpose, a reasonable allocation of recovery is insufficient to cover all such costs and expenses of internal counsel)both Parties, it shall 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 shall remain from such damages, such funds shall be shared as follow: (1) if BMS is the Party bringing such suit, BMS shall retain [***] of such remaining funds and BMS shall pay [***] of such remaining funds to Alder, and any (2) if Alder is the Party bringing such suit, Alder shall retain [***] of such remaining amounts funds and Alder shall be allocated as follows: pay [* * *]**] of such remaining funds to BMS.