Sanofi-Aventis' decision to abandon any such action. In such event, Vanda shall
have the option to respond, defend or prosecute such action at Vanda' sole cost,
provided that Sanofi-Aventis shall co-operate with and provide assistance to
Vanda at Sanofi-Aventis' expense. All amounts recovered from any Third Party
shall be applied *percent (*%) to Vanda and * percent
*
Certain information has been omitted and filed separately with the
Commission.
Confidential treatment has been requested with respect to the
omitted portions.
Page 52
(*%) to Sanofi-Aventis, subject first to reimbursement of expenses of
Sanofi-Aventis, Vanda, Novartis and Titan.
8.12 In the event that Sanofi-Aventis and Vanda mutually agree that it is
desirable for Sanofi-Aventis to acquire any Third Party patent or license in
connection with the development or manufacture of the Compound or Product
covered by the Sanofi-Aventis-Patents in the ROW Territory then the costs of
acquiring such Third Party patent or license shall be paid by Sanofi-Aventis to
such Third Parties out of royalties received from Vanda (either directly or
through Titan and Novartis).
8.13 Vanda recognizes that Sanofi-Aventis has reserved certain rights in
the Sanofi-Aventis-Patents set forth in Appendix A in the ROW Territory and that
there may be a legitimate dispute between the parties whether a legal action
should be brought against a Third Party which could affect Sanofi-Aventis'
reserved rights under those Sanofi-Aventis-Patents and Vanda's sublicense rights
under this Sublicense Agreement. In the event that there is a dispute between
Vanda and Sanofi-Aventis regarding whether there is an infringement of
Sanofi-Aventis-Patents by a Third Party and therefore whether a legal action
should be initiated, Vanda and Sanofi-Aventis shall submit the issue to a
disinterested, competent and experienced patent attorney reasonably acceptable
to Vanda and Sanofi-Aventis to determine whether or not there is an infringement
and legal actions should be taken. If Vanda and Sanofi-Aventis cannot agree on
the selection of such a patent attorney, then Vanda and Sanofi-Aventis shall
each select a patent attorney and those selected patent attorneys shall select a
mutually acceptable patent attorney. That selected patent attorney shall
determine whether or not there is an infringement and legal action should be
taken and then Vanda and Sanofi-Aventis may decide whether or not to initiate a
legal action as described by this Article 8. The compensation to, and expenses
of, such patent attorney shall be borne by the losing party.
9.
STATEMENTS, REMITTANCES AND AUDIT RIGHTS
9.1 (a) Each party shall keep complete, true and accurate books and records
in accordance with its Accounting Standards in relation to this Sublicense
Agreement and each party will keep such books and records for at least *
following the calendar quarter to which they pertain.
*
Certain information has been omitted and filed separately with the
Commission.
Confidential treatment has been requested with respect to the
omitted portions.
Page 53
(b) Each party (the "Audit Rights Holder") may, upon written request and at
its expense, cause an internationally-recognized independent accounting firm
selected by it (except one