Distribution of Amounts Recovered. Any amounts recovered by the Party taking an Action pursuant to this Article 9.6, whether by settlement or judgment, shall be allocated in the following order: [* * *].
Distribution of Amounts Recovered. Any amounts recovered by the Party taking an Action pursuant to this Section 7.5, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Party taking such Action for any costs incurred, to reimburse the Party not taking such Action for its costs incurred in such Action, if it joins such Action as provided in the last sentence of Section 7.5(c); and (iv) the remaining amount of such recovery shall be allocated to Company and deemed to be Net Sales for the Calendar Quarter in which the amount is paid and Company shall pay to Licensor a royalty on such remaining amount based on the royalty rates set forth in Section 6.5(a).
Distribution of Amounts Recovered. Any amounts recovered by the Party initiating an Offensive Infringement Action pursuant to this Section 6.3, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Prosecuting Party for any costs incurred; (ii) to reimburse the non-Prosecuting Party and Licensor for its costs incurred in such Offensive Infringement Action, if it joins (as opposed to taking over) such Offensive Infringement Action; and (iii) the remaining amount of such recovery shall (A) if TGTX (or a Sublicensee) is the Prosecuting Party in the Offensive Infringement Action, the remainder shall be allocated to TGTX and the portion thereof attributable to “lost sales” shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by TGTX and TGTX shall pay to Checkpoint a royalty on such portion based on the royalty rates set forth in Section 5.3(a), and the portion thereof not attributable to “lost sales” shall be allocated to TGTX, (B) if Checkpoint is the Prosecuting Party then the remaining amount of the recovery shall be retained by Checkpoint. and (C) if Licensor is the Prosecuting Party then the remaining amount of the recovery shall be retained by the Licensor.
Distribution of Amounts Recovered. Any amounts recovered by the Party (or its Affiliate or Permitted Transferee) taking an Enforcement Action pursuant to this Section 7.2, whether by settlement or judgment, shall first be applied to pro-rata reimbursement of the unreimbursed legal fees and expenses incurred by the Parties in such Enforcement Action, and any remainder shall be distributed to the Party taking or controlling the Enforcement Action.
Distribution of Amounts Recovered. Any amounts recovered by the Party taking an Action pursuant to this Section 7.2, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Party taking such Action for any costs incurred, (ii) to reimburse the Party not taking such Action for its costs incurred in such Action, if it joins such Action as provided in the last sentence of Section 7.2.3; and (iii) the remaining amount of such recovery shall be allocated to Licensor.
Distribution of Amounts Recovered. Any amounts recovered by the Party initiating an Action pursuant to this Section 6.4, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Party initiating such Action for any costs incurred; (ii) to reimburse the Party not initiating such Action for its costs incurred in such Action, if it joins (as opposed to taking over) such Action; and (iii) the remaining amount of such recovery shall (A) if Coronado initiated the Action, the remainder shall be allocated to Coronado and the portion thereof attributable to “lost sales” shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by Coronado and Coronado shall pay to Licensor a royalty on such portion based on the royalty rates set forth in Section 5.4(a), and the portion thereof not attributable to “lost sales” shall be allocated to Coronado and (B) if Licensor initiated the Action, the remainder shall be allocated to Coronado and the portion thereof attributable to “lost sales” shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by Coronado and Coronado shall pay to Licensor a royalty on such portion based on the royalty rates set forth in Section 5.4(a), and the portion thereof not attributable to “lost sales” shall be allocated to 50% to Licensor and 50% to Coronado.
Distribution of Amounts Recovered. Any amounts recovered by the Party taking an Action pursuant to Section 8.8(b), whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Party taking such Action for any costs incurred; (ii) to reimburse the Party not taking such Action for its costs incurred in such Action, if it joins such Action; and (iii) the remaining amount of such recovery shall be allocated as follows: (A) if Sutro was the Party taking the Action, then [*] of the remainder will be payable to Merck and Sutro will retain [*], and (B) if Merck was the Party taking the Action, then the remainder will be allocated to Merck and deemed to be Net Sales for the Calendar Quarter in which the amount is paid and Merck shall pay to Sutro a royalty on such remaining amount based on the royalty rates set forth in Section 7.3(a).
Distribution of Amounts Recovered. Any amounts recovered by the Party initiating an Action pursuant to this Section 7.5, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse the Party initiating such Action for any out-of-pocket costs incurred; (ii) to reimburse the Party not initiating such Action for its out-of-pocket costs incurred in such Action, if it joins or cooperates (as opposed to taking over) such Action; and (iii) the remaining amount of such recovery shall (A) if Seelos rightfully initiated the Action, be allocated to Seelos and the portion thereof attributable to “lost sales” shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by Seelos and Seelos shall pay to Licensor a royalty on such portion based on the royalty rates set forth in Section 5.4(a), and the portion thereof not attributable to “lost sales” shall be allocated to Seelos and (B) if Licensor initiated the Action, 60% shall be allocated to Licensor and 40% to Seelos.
Distribution of Amounts Recovered. Any amounts recovered by the Party taking an action pursuant to Section 7.4.2, whether by settlement or judgment, shall be allocated in the following order: (a) to reimburse the Party taking such action for any costs incurred, (b) to reimburse the Party not taking but joining such action for its costs incurred in such action; and (c) the remaining amount of such recovery shall be allocated between the Parties in accordance with Selvita’s “value shares” outlined in Exhibit F1/F2 to this Agreement and Felicitex’s corresponding “value share”.
Distribution of Amounts Recovered. Any amount recovered by the Party initiating an Action pursuant to this Article 10.5, whether by settlement or judgment, shall be kept by the Party initiating such Action, except where both Parties agreed prior to any Action being taken to jointly take such Action, in such case any amount recovered shall be shared in accordance with any agreement entered into by the Parties prior to taking any Action.
