Common use of Share of Recoveries Clause in Contracts

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***] percent ([***]%) and the other Party retains [***] percent ([***]%) of such amount, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed Products, retained [***] percent ([***]%) by ChemoCentryx. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant Patent, ChemoCentryx Technology or GSK Technology and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 8.4.2 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the a Party controlling such action shall first be applied to the out-of-pocket costs of both Parties for such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that as follows: the Party bringing suit under this Section 8.5 retains [shall retain *** percent (***] percent ([***]%) of such remaining proceeds and the other Party retains [shall retain *** percent (***] percent ([***]%) of such amount. The Party bringing an action or proceeding in accordance with Section 8.4 herein shall have the sole right to settle such action or proceeding, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed Products, retained [***] percent ([***]%) by ChemoCentryx. A settlement or enter a consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into 8.4 without the prior written consent of the Party not bringing the suitParty; provided provided, however, that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant Patent, ChemoCentryx Technology or GSK Patents included in the Program Technology and provided further, further that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.. In the event that KineMed controls any such action or proceeding, KineMed shall not settle any claim, suit or action with respect to the Program Technology in a manner that would limit or restrict GSK’s ability to exercise the licenses granted to GSK in accordance with Section 4.1 without the prior written consent of GSK. In the event that GSK controls any such action or proceeding, GSK shall not settle any claim, suit or action with respect to the Program Technology in a manner that would limit or restrict KineMed’s ability to exercise the licenses granted to KineMed in accordance with Section 4.2 without the prior written consent of KineMed. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION COPY Confidential

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products GSK Development Compounds (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***] percent ([***]%) and the other Party retains [***] percent ([***]%) of such amount, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed ProductsGSK Development Compounds, retained [***] percent ([***]%) by ChemoCentryx. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant PatentPatent in the Anacor Patents, ChemoCentryx Technology Anacor Target Patents, GSK Patents, GSK Target Patents, or GSK Technology Collaboration IP, and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***[ * ] percent ([***]%) and the other Party retains [***[ * ] percent ([***]%) of such amount, . Any such damages or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed Products, retained [***other monetary awards as recovery shall be [ * ] percent ([***]%) by ChemoCentryxof Net Sales for the purpose of determining royalties due under Article 6 hereunder. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant PatentPatent in the Dynavax Compound Patents, ChemoCentryx Technology GSK Development Patents, or GSK Technology Collaboration IP, and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant, and provided further, that any settlement, consent judgment or other disposition shall not include the grant of any license, covenant or other rights to any Third Party that would limit or interfere with or reduce the scope of the subject matter included under the exclusive licenses to be granted to GSK pursuant to the exercise of any of its Options to Programs under Section 4.2.1.

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products GSK Development Compounds (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***] percent ([***]%) and the other Party retains [***] percent ([***]%) of such amount, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed ProductsGSK Development Compounds, retained [***] percent ([***]%) by ChemoCentryx. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant PatentPatent in the Anacor Patents, ChemoCentryx Technology Anacor Target Patents, GSK Patents, GSK Target Patents, or GSK Technology Collaboration IP, and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***] percent ([***]%) and the other Party retains [***] percent ([***]%) of such amount, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed Products, retained [***] percent ([***]%) by ChemoCentryx. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant Patent, ChemoCentryx Technology or GSK Technology and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.

Share of Recoveries. If one Party brings any such action or proceeding in accordance with this Section 8.5, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 8.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action; and then (ii) any remaining proceeds shall be allocated between the Parties (A) if such action related solely to Licensed Products GSK Development Compounds (i.e., after exercise by GSK of its Product Option), allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [***] percent ([***]%) and the other Party retains [***] percent ([***]%) of such amount, or (B) if such action related solely to products identical to or substantially similar to Collaboration Compounds that are not yet Product Candidates or Licensed ProductsGSK Development Compounds, retained [***] percent ([***]%) by ChemoCentryx. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.5 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other disposition does not admit the invalidity or unenforceability of the relevant PatentPatent in the Anacor Patents, ChemoCentryx Technology Anacor Target Patents, GSK Patents, GSK Target Patents, or GSK Technology Collaboration IP, and provided further, that any rights *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. granted under the relevant Patent to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to those rights that the granting Party otherwise has the right to grant.