Common use of Recoveries from Litigation Clause in Contracts

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn, CU or UFLA as a party or with Penn, CU or UFLA involuntarily joined as a party, then Company will reimburse each of Penn, CU and UFLA, as applicable, for its litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by such Institutions, even if there are no financial recoveries from the infringement action. Company will reimburse the Institutions within [**] days after receiving each invoice for such amounts incurred by the Institutions. After reimbursing each of Penn, CU and UFLA, as applicable, for its expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, to retain any remainder but to treat the remainder as Net Sales for the purpose of determining the royalties due under Section 3.2. If Company prosecutes any infringement claims with Penn, CU or UFLA joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company, Penn, CU and UFLA to reimburse them for their respective shares of the aggregate litigation expenditures; and (y) second, shared equally by Company, on the one hand, and Penn, CU and UFLA, on the other hand, as to any remainder after Company and each of the Institutions have fully recovered their aggregate litigation expenditures. If Penn, CU and/or UFLA, as applicable, prosecutes any infringement claims independent of Company, then Penn, CU and/or UFLA, as applicable, will prosecute such infringement at its or their, as applicable, expense, will reimburse Company for Company’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn, CU and/or UFLA, as applicable, at its or their request, as applicable, in such prosecuting such claims, and will retain the balance of any financial recoveries in their entirety.

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn, CU or UFLA the Licensor Parties as a party or with Penn, CU or UFLA the Licensor Parties involuntarily joined as a party, then Company will reimburse each of Penn, CU and UFLA, as applicable, the Licensor Parties for its the Licensor Parties’ litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by such Institutionsthe Licensor Parties, even if there are no financial recoveries from the infringement action. Company will reimburse the Institutions Licensor Parties within [**] Thirty (30) days after receiving each invoice for such amounts incurred by from the InstitutionsLicensor Parties. After reimbursing each of Penn, CU and UFLA, as applicable, the Licensor Parties for its their expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, shared between Company and the Licensor Parties with the Company receiving [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to retain a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) and the Licensor Parties receiving [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) as to any remainder but to treat the remainder as Net Sales for the purpose of determining the royalties due under Section 3.2remainder. If Company prosecutes any infringement claims with Penn, CU or UFLA the Licensor Parties joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company, Penn, CU Company and UFLA to reimburse them for the Licensor Parties in proportion with their respective shares of the aggregate litigation expendituresexpenditures by Company and the Licensor Parties; and (y) second, shared equally as provided in (b) above by Company, on Company and the one hand, and Penn, CU and UFLA, on the other hand, Licensor Parties as to any remainder after Company and each of the Institutions Licensor Parties have fully recovered their aggregate litigation expenditures. If Penn, CU and/or UFLA, as applicable, prosecutes the Licensor Parties prosecute any infringement claims independent of Company, then Penn, CU and/or UFLA, as applicable, the Licensor Parties will prosecute such infringement at its or their, as applicable, expense, will reimburse Company for Company’s litigation expenditures, including any attorneysthe Licensor Parties’ fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn, CU and/or UFLA, as applicable, at its or their request, as applicable, in such prosecuting such claims, expense and will retain the balance of any financial recoveries in their entirety.. Xxxx X. Xxxxx M.D. LDN Research Group LLC TNI BioTech Inc.

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn, CU or UFLA as a party or with Penn, CU or UFLA involuntarily joined as a party, then Company will reimburse each of Penn, CU and UFLA, as applicable, for its litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by such Institutions, even if there are no financial recoveries from the infringement action. Company will reimburse the Institutions within [**] days after receiving each invoice for such amounts incurred by the Institutions. After reimbursing each of Penn, CU and UFLA, as applicable, for its expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, to retain any remainder but to treat the remainder as Net Sales for the purpose of determining the royalties due under Section 3.2. If Company prosecutes any infringement claims with Penn, CU or UFLA joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company, Penn, CU CU, and UFLA to reimburse them for their respective shares of the aggregate litigation expenditures; and (y) second, shared equally by Company, on the one hand, and Penn, CU and UFLA, on the other hand, as to any remainder after Company and each of the Institutions have fully recovered their aggregate litigation expenditures. If Penn, CU and/or UFLA, as applicable, prosecutes any infringement claims independent of Company, then Penn, CU and/or UFLA, as applicable, will prosecute such infringement at its or their, as applicable, expense, will reimburse Company for Company’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn, CU and/or UFLA, as applicable, at its or their request, as applicable, in such prosecuting such claims, and will retain the balance of any financial recoveries in their entirety.

Recoveries from Litigation. If Company prosecutes any infringement claims either without Penn, CU or UFLA PSRF as a party or with Penn, CU or UFLA PSRF involuntarily joined as a party, then Company will reimburse each of Penn, CU and UFLA, as applicable, PSRF for its PSRF’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges incurred by such InstitutionsPSRF, even if there are no financial recoveries from the infringement action. Company will reimburse the Institutions PSRF within [**] Thirty (30) days after receiving each invoice for such amounts incurred by the Institutionsfrom PSRF. After reimbursing each of Penn, CU and UFLA, as applicable, PSRF for its expenditures, Company will use the financial recoveries from such claims, if any, (a) first, to reimburse Company for its litigation expenditures; and (b) second, shared between Company and PSRF with the Company receiving [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to retain a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) and PSRF receiving [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) as to any remainder but to treat the remainder as Net Sales for the purpose of determining the royalties due under Section 3.2remainder. If Company prosecutes any infringement claims with Penn, CU or UFLA PSRF joined as a voluntary party, then any financial recoveries from such claims will be (x) first, shared between Company, Penn, CU Company and UFLA to reimburse them for PSRF in proportion with their respective shares of the aggregate litigation expendituresexpenditures by Company and PSRF; and (y) second, shared equally [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Percent ([*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]%) each by Company, on the one hand, Company and Penn, CU and UFLA, on the other hand, PSRF as to any remainder after Company and each of the Institutions PSRF have fully recovered their aggregate litigation expenditures. If Penn, CU and/or UFLA, as applicable, PSRF prosecutes any infringement claims independent of Company, then Penn, CU and/or UFLA, as applicable, PSRF will prosecute such infringement at its or their, as applicable, expense, will reimburse Company for CompanyPSRF’s litigation expenditures, including any attorneys’ fees, expenses, official fees and other charges to the extent incurred by Company in cooperating with Penn, CU and/or UFLA, as applicable, at its or their request, as applicable, in such prosecuting such claims, expense and will retain the balance of any financial recoveries in their entirety.