Common use of Sharing of Litigation and Settlement Expenses Clause in Contracts

Sharing of Litigation and Settlement Expenses. In the event that MMD elects to respond to, defend or prosecute any actions, challenges, infringements, misappropriations or proceeding by a Third Party alleging infringement described in Section 8.6, then: (i) legal fees and other costs and expenses associated with such response or defense, including those incurred by TKT at MMD's request, shall be shared *** by MMD and *** by TKT; (ii) costs of acquiring Third Party patents or licenses and any settlement, court award, judgment or other damages will be shared *** by MMD and *** by TKT; and (iii) amounts recovered from Third Parties in connection with such response or defense shall first be applied, *** to MMD and *** to TKT, to reimburse MMD and TKT for their respective costs and expenses incurred pursuant to clause (i) above, and thereafter shall be divided *** to MMD and *** to TKT. MMD shall advance all costs required to be paid by TKT pursuant to clauses (i) and (ii) of this subsection 8.6.3. and shall recover such advanced costs through credits against up to *** of the royalties otherwise payable by MMD to TKT hereunder, until the amount so advanced by MMD is fully recovered. TKT shall have no obligation to repay to MMD any amounts previously paid by MMD to TKT hereunder to cover such costs; provided, that if this Agreement is terminated or the sale of * covered by the TKT Patent Rights or which uses the TKT Technology is permanently enjoined in any country or countries in the MMD Territory accounting for substantially all of the Net Sales of * covered by the TKT Patent Rights or which uses the TKT Technology by MMD at a time when MMD has not recovered all of the costs advanced by MMD, then TKT shall pay to MMD************************** by MMD within a reasonable period of time.

Sharing of Litigation and Settlement Expenses. In the event that MMD elects to respond to, defend or prosecute any actions, challenges, infringements, misappropriations or proceeding by a Third Party alleging infringement described in Section 8.6., then: (i) legal fees and other costs and expenses associated with such response or defense, including those incurred by TKT at MMD's request, shall be shared *** % by MMD and *** % by TKT; (ii) costs of acquiring Third Party patents or licenses and any settlement, court award, judgment or other damages will be shared *** % by MMD and *** % by TKT; and (iii) amounts recovered from Third Parties in connection with such response or defense shall first be applied, *** % to MMD and *** % to TKT, to reimburse MMD and TKT for their respective costs and expenses incurred pursuant to clause (i) above, and thereafter shall be divided *** % to MMD and *** % to TKT. MMD shall advance all costs required to be paid by TKT pursuant to clauses (i) and (ii) of this subsection 8.6.3. and shall recover such advanced costs through credits against up to *** % of the royalties otherwise payable by MMD to TKT hereunder, until the amount so advanced by MMD is fully recovered. TKT shall have no obligation to repay to MMD any amounts previously paid by MMD to TKT hereunder to cover such costs; provided, that if this Agreement is terminated or the sale of * GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology is permanently enjoined in any country or countries in the MMD Territory accounting for substantially all of the Net Sales of * GA-EPO covered by the TKT Patent Rights or which uses the TKT Technology by MMD at a time when MMD has not recovered all of the costs advanced by MMD, then TKT shall pay to MMDMMD ****************************************** by MMD within a reasonable period of time.