Common use of Expenses and Remedies Clause in Contracts

Expenses and Remedies. ChemTrak shall bear [*] expenses incurred by ChemTrak or Selfcare in the defense of suits described in Section 9.2, including but not limited to attorneys' fees and expenses. If Selfcare assumes the defense pursuant to Section 9.2, Selfcare shall not enter into any settlement that may adversely affect the HIV Product outside the Territory, or require ChemTrak to make any payment to a third party or Selfcare, without the prior written consent of ChemTrak. If ChemTrak assumes the defense, ChemTrak may settle any such suit at any time in any manner that does not materially adversely affect Selfcare. ChemTrak shall notify Selfcare in writing in the event it proposes to resolve the matter in any other manner, and the Parties shall discuss available options in good faith and each shall use all commercially reasonable efforts to reach a mutually agreed upon resolution within forty five (45) days after the date of ChemTrak's notice. Such actions may include (i) procuring the right from such third party to sell or use the HIV Product, with any running royalty obligations to be subject to approval by both Parties (not to be unreasonably withheld) and, if approved, to be included in Commercialization Costs, (ii) replacing the HIV Product with a functionally equivalent product that does not violate the third party's rights, or (iii) modifying the HIV Product to make it functionally equivalent and not violate such rights. If the Parties are unable to reach agreement on how to resolve such matter after the above discussion period, and either Party reasonably determines that continued sale of the HIV Product in the Territory would infringe or violate the third party's rights, then such Party may cease performance under this Agreement immediately upon written notice to the other Party and this Agreement shall terminate thirty (30) days after the date of such notice.

Expenses and Remedies. ChemTrak shall bear [*] XXXX XXXXXXX expenses incurred by ChemTrak or Selfcare in the defense of suits described in Section 9.2, including but not limited to attorneys' fees and expenses. If Selfcare assumes the defense pursuant to Section 9.2, Selfcare shall not enter into any settlement that may adversely affect the HIV Product outside the Territory, or require ChemTrak to make any payment to a third party or Selfcare, without the prior written consent of ChemTrak. If ChemTrak assumes the defense, ChemTrak may settle any such suit at any time in any manner that does not materially adversely affect Selfcare. ChemTrak shall notify Selfcare in writing in the event it proposes to resolve the matter in any other manner, and the Parties shall discuss available options in good faith and each shall use all commercially reasonable efforts to reach a mutually agreed upon resolution within forty five (45) days after the date of ChemTrak's notice. Such actions may include (i) procuring the right from such third party to sell or use the HIV Product, with any running royalty obligations to be subject to approval by both Parties (not to be unreasonably withheld) and, if approved, to be included in Commercialization Costs, (ii) replacing the HIV Product with a functionally equivalent product that does not violate the third party's rights, or (iii) modifying the HIV Product to make it functionally equivalent and not violate such rights. If the Parties are unable to reach agreement on how to resolve such matter after the above discussion period, and either Party reasonably determines that continued sale of the HIV Product in the Territory would infringe or violate the third party's rights, then such Party may cease performance under this Agreement immediately upon written notice to the other Party and this Agreement shall terminate thirty (30) days after the date of such notice.

Expenses and Remedies. ChemTrak shall bear [*] all reasonable expenses incurred by ChemTrak or Selfcare in the defense of suits described in Section 9.2, including but not limited to attorneys' fees and expenses. If Selfcare assumes the defense pursuant to Section 9.2, Selfcare shall not enter into any settlement that may adversely affect the HIV Product outside the Territory, or require ChemTrak to make any payment to a third party or Selfcare, without the prior written consent of ChemTrak. If ChemTrak assumes the defense, ChemTrak may settle any such suit at any time in any manner that does not materially adversely affect Selfcare. ChemTrak shall notify Selfcare in writing in the event it proposes to resolve the matter in any other manner, and the Parties shall discuss available options in good faith and each shall use all commercially reasonable efforts to reach a mutually agreed upon resolution within forty five (45) days after the date of ChemTrak's notice. Such actions may include (i) procuring the right from such third party to sell or use the HIV Product, with any running royalty obligations to be subject to approval by both Parties (not to be unreasonably withheld) and, if approved, to be included in Commercialization Costs, (ii) replacing the HIV Product with a functionally equivalent product that does not violate the third party's rights, or (iii) modifying the HIV Product to make it functionally equivalent and not violate such rights. If the Parties are unable to reach agreement on how to resolve such matter after the above discussion period, and either Party reasonably determines that continued sale of the HIV Product in the Territory would infringe or violate the third party's rights, then such Party may cease performance under this Agreement immediately upon written notice to the other Party and this Agreement shall terminate thirty (30) days after the date of such notice.