Settlement of the Litigation Sample Clauses

Settlement of the Litigation. 5.01 Contemporaneously with the execution of this Agreement, the Parties (together with St. Jude) shall execute the Settlement Agreement, which is incorporated herein by reference. 5.02 Within five (5) days after the execution of the Settlement Agreement, the Parties (together with St. Jude) shall file a dismissal with prejudice of all claims and counterclaims asserted in the Litigation by filing the form of dismissal attached hereto as Exhibit 5.02. Novartis, Juno, and Penn agree that in the event the Licensed Patents, Including any liability thereunder, are ever asserted against any of Penn or Novartis, or their respective Affiliates, or any of their respective assigns or successors in interest, by any of Juno or St. Jude, or their respective Affiliates, or any of their respective assigns or successors in interest, Penn, Novartis, their respective Affiliates and their respective assigns or successors in interest expressly reserve the right to assert non-infringement, invalidity and unenforceability of the Licensed Patents, either by way of counterclaim or defense.

Settlement of the Litigation. (a) On or before the Closing, the Parties shall cause their counsel to enter into a joint Stipulation to Dismiss With Prejudice, which provides for the District Court’s dismissal of the District Court Cases with prejudice. The Stipulation to Dismiss With Prejudice shall be in the form of Exhibit 1 attached to this Agreement. Each Party shall bear its fees and costs incurred in the Litigation, the preparation and filing of the Stipulation to Dismiss with Prejudice, and the completion of the actions necessary to cause the Litigation to be dismissed. The Stipulation to Dismiss With Prejudice shall be delivered in accordance with Section 6. (b) The Stipulation to Dismiss With Prejudice shall satisfy paragraph 10 of the Confidentiality Stipulation filed in the Litigation on July 25, 2012 and the parties, their agents and their counsel shall perform their duties as provided therein to return Confidential Information as defined in the Confidentiality Stipulation, except as provided in paragraph 6(e) of this Agreement. (c) The parties shall not engage in further discovery proceedings or take any other action in the Litigation before to the Closing Date, except as otherwise agreed by the parties or as the parties are instructed by the Sixth Judicial District Court or the Nevada Supreme Court. If the Nevada Supreme Court, the District Court or the Special Master initiate any action in the Litigation before the Closing, counsel for the parties jointly shall execute and file such papers and stipulations as are necessary to request that the Nevada Supreme Court, District Court and the Special Master take no further actions or conduct any further proceedings in the Litigation pending the Closing.

Settlement of the Litigation. In full and final settlement of the Litigation, the following transactions will have occurred for the benefit of Castle Creek: a. Voxware shall have consummated a financing (the "Financing") through the sale of its Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Stock") substantially on the terms set forth in the Series D Convertible Preferred Stock Purchase Agreement dated as of April 16, 2003 (the "Series D Purchase Agreement") between Voxware and the Purchaser listed therein, which agreement is attached hereto as Exhibit A; and b. Castle Creek and Voxware shall have amended the Exchange Agreement to limit conversions of Series B Stock so that the aggregate number of shares of Common Stock, par value $0.001 per share ("Common Stock"), issued upon such conversions does not exceed an aggregate of 17,250,000, which conversions shall be subject in all events to the rights, preferences, privileges and other terms of the Series B Stock as stated in Voxware's Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit B (the "Amended and Restated Charter"). c. Castle Creek shall have received the payments contemplated by Section 1.1 of the Exchange Agreement dated as of April 16, 2003 between Castle Creek and Voxware. Voxware and Castle Creek acknowledge that the terms of settlement described in paragraphs 1(a), 1(b) and 1(c) above are conditions precedent to the effectiveness of the other provisions of this Settlement Agreement, except as specifically otherwise provided for herein.

Settlement of the Litigation. The Parties acknowledge, stipulate, and agree that no covenant, obligation, condition, representation, warranty, inducement, negotiation, or understanding concerning any part of the subject matter of this Settlement Agreement has been made or relied on except as expressly set forth herein.

Settlement of the Litigation