Costs and Recoveries Sample Clauses
The "Costs and Recoveries" clause defines how expenses incurred and any recoveries obtained during the performance of a contract are to be allocated between the parties. Typically, it outlines which costs are reimbursable, who is responsible for paying certain expenses, and how any funds recovered (such as through insurance claims or third-party settlements) are distributed. For example, it may specify that one party will bear legal costs unless recoveries are made, in which case those recoveries are shared. The core function of this clause is to ensure transparency and fairness in the handling of financial matters related to costs and recoveries, thereby preventing disputes over financial responsibility.
Costs and Recoveries. All costs of any action by either Party to enforce, or to defend against a challenge to, the Patent Rights shall be borne by such party, which shall keep any sums recovered or obtained in connection therewith (whether as damages, reasonable royalties, license fees, or otherwise in judgment or settlement derived therefrom), except that in the case of actions commenced by LICENSEE, the excess of such sums over such costs shall be treated as Net Sales subject to MSK’s rights under this Agreement to collect royalties thereon. For the avoidance of doubt, LICENSEE may not deduct from Net Sales any portion of LICENSEE’S costs or expenses related to any investigation, enforcement, defense, judgment or settlement of any such actions.
Costs and Recoveries. 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:
(a) the amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs incurred by each Party in connection with such action; and
(b) any remaining proceeds shall, in the case of suits with respect to Competitive Infringement relating to a Licensed Compound, Licensed Product or Diagnostic Product, be allocated between the Parties such that the Party bringing suit under this Section 8.5 retains [**] and the other Party retains [**] of such amount.
Costs and Recoveries. Except as otherwise set forth in this Section 6.9.8, each Party shall bear all of its costs incurred in connection with its activities under this Section 6.9.8. Any damages or other monetary awards recovered in any action, suit or proceeding brought under this Section 6.9.8 to the extent related to any Prothena Licensed Collaboration Patents or Licensed Program Patents shall be shared as follows:
(a) the amount of such recovery actually received by the Party controlling such action shall first be applied to reimburse costs and expenses incurred by each Party in connection with such action (including, for this purpose, [***] counsel); and
(b) any remaining proceeds shall be (i) for any action controlled by Celgene, retained by, or provided to, Celgene [***], and (ii) for any action controlled by Prothena, retained by, or provided to, Prothena [***].
Costs and Recoveries. Any proceeds of any awards, judgments or settlements obtained in connection with an Infringement in the Territory shall [**]. If Astellas exercises its first right to enforce the Subject Technology against such Infringement, as set forth in Section 7.6.2, then [**], for purposes of this Agreement. If Astellas declines to enforce the Subject Technology against such Infringement, and Ironwood exercises its rights and enforces the Subject Technology against such Infringement, as set forth in Section 7.6.2, then [**].
Costs and Recoveries. Except as otherwise set forth in this Section 10.1, each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 10.1. If a Party commences a License Enforcement Proceeding or a License Step-In Proceeding, it shall bear all external costs and expenses for such action. Any damages or other monetary awards recovered in any action, suit or proceeding brought under this Section 10.1 shall be shared as follows:
Costs and Recoveries. Except as otherwise set forth in this Section 9.3, each Party will bear all of its own internal and out-of-pocket costs incurred in connection with its activities under this Section 9.3. Any damages or other monetary awards recovered in any action, suit or proceeding brought under this Section 9.3 to the extent related to any BeiGene Patents, Celgene Collaboration Patents or Joint Patents will be shared as follows:
(a) The amount of such recovery actually received by the Party controlling such action will first be applied to costs and expenses incurred by each Party in connection with such action (including, for this purpose, a reasonable allocation of expenses of internal counsel) (provided that if the amount of such recovery is not sufficient to cover all such costs and expenses of each Party, then the amount of the recovery will be proportionately shared by the Parties based on the amount of such costs and expenses incurred by each Party); and
(b) Any remaining proceeds shall be allocated between the Parties such as follows:
(i) If Celgene controls enforcement in accordance with this Section 9.3, BeiGene shall be entitled to a payment at the applicable royalty rate with respect to any amounts awarded for lost sales, and any remaining amounts not allocated to lost sales shall be allocated [...***...] to Celgene to the extent such proceeds relate to infringement of the Celgene Controlled Patents.
(ii) If BeiGene controls enforcement in accordance with this Section 9.3, BeiGene shall receive [...***...] (and Celgene shall receive [...***...] of such proceeds to the extent that such proceeds relate to infringement in the Field in the Celgene Territory or to infringement of Joint Patents, and BeiGene shall receive [...***...] of all other remaining proceeds.
Costs and Recoveries. Except as otherwise expressly set forth herein, each Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings described in this Section 8.3 including the fees and expenses of such Party’s counsel. Any recovery obtained by any Party as a result of any proceeding described in this Section 8.3, by settlement or otherwise, shall be applied in the following order of priority: (i) first, to reimburse each Party for all reasonable costs in connection with such proceeding paid by that Party and not otherwise recovered (on a pro rata basis based on each Party’s respective costs, to the extent the recovery was less than all such litigation costs); and (ii) second, the remainder of the recovery shall be retained by the Party that brought and prosecuted the suit, provided that any net recovery from an action by Santarus to the extent attributable to lost sales of Licensed Products. shall be deemed Net Sales of Santarus for which royalties shall be paid under ARTICLE 7 and Santarus shall retain the balance.
Costs and Recoveries. If the party initiating such litigation requests cooperation or assistance from the other party (in connection with Section 3.7(c)(ii)), the initiating party will be responsible for the reasonable costs (including attorneys fees) of such cooperation or assistance incurred by such other party. In the event of litigation (or similar action or threatened action) against the applicable third party, any monetary remedy, award, statutory damages, settlement or other recovery resulting from such litigation, action or threatened action shall be allocated as follows: (A) first, to the initiating party, to recoup any costs (including attorneys fees) incurred by the initiating party in pursuing such litigation (including such costs incurred by the other party and reimbursed by the initiating party); and (B) second, any remaining amounts to Licensor.
Costs and Recoveries. If the party initiating such litigation requests cooperation or assistance from the other party (in connection with Section 3.7(c)(ii)), the initiating party will be responsible for the reasonable costs (including attorneys fees) of such cooperation or assistance incurred by such other party. In the event of litigation (or similar action or threatened action) against the applicable third party, any monetary remedy, award, statutory damages, settlement or other recovery resulting from such litigation, action or threatened action shall be allocated as follows: (A) first, to the initiating party, to recoup any costs (including attorneys fees) incurred by the initiating party in pursuing such litigation (including such costs incurred by the other party and reimbursed by the initiating party); and (B) second, any remaining amounts to Licensee; provided, that Licensee shall include in the Royalty Base an amount equal to the sum of all such remaining amounts in the applicable Royalty period immediately following such allocation.
Costs and Recoveries. The terms of this Section 9.6 shall apply only if and after Acucela exercises an Opt-In Right under Section 3.1. Each Party shall bear its own internal costs and expenses of any action under Sections 9.4 and 9.5. All out-of-pocket external costs and expenses incurred in defending or bringing any action under Sections 9.4 and 9.5 (including outside counsel fees), all amounts payable by either Party as a judgment based on a Third Party Infringement Claim or in settlement of such Third Party Infringement Claim under Section 9.4, and any recovery under any enforcement action initiated under Section 9.5 shall be shared by the Parties as follows: Acucela shall bear or share the Participation Percentage of all such costs, payments or recoveries, and Otsuka shall bear or share the remainder of all such costs, payments or recoveries.