notify the other in writing of any Patent nullity actions, any
declaratory judgment actions or any alleged or threatened infringement of
Patents or misappropriation of intellectual property comprising Patents, in each
case, with respect to the ROW Territory, or if Vanda, Sanofi-Aventis, Titan or
Novartis, or any of their respective Affiliates or Sublicensees, shall be
individually named as a defendant in a legal proceeding in the ROW Territory by
a Third Party alleging infringement of a patent or other intellectual property
right of such Third Party as a result of the manufacture, production, use,
development, marketing, selling or distribution of the Compound or Product in
the ROW Territory, or of any information or notification regarding the Patents
in the ROW Territory.
8.9 Sanofi-Aventis shall have the first right to respond to, defend or
prosecute any actions, challenges, infringements, misappropriations or
proceedings by a Third Party alleging infringement described in Section 8.8. In
the event Sanofi-Aventis elects to do so, Vanda will
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co-operate with Sanofi-Aventis and its legal counsel, join in such suits as may
be brought by Sanofi-Aventis, and be available at Sanofi-Aventis' reasonable
request to be an expert witness or otherwise to assist in such proceedings and
at Sanofi-Aventis' expense. Sanofi-Aventis will co-operate with Vanda and its
legal counsel and keep Vanda and its counsel reasonably informed at all times as
to the status of Sanofi-Aventis' response or defense.
8.10 In the event that Sanofi-Aventis elects to respond to, defend or
prosecute any actions, challenges, infringements, misappropriations or
proceedings by a Third Party claiming infringement described in Section 8.8
hereof, then: (a) legal fees and other costs and expenses of Sanofi-Aventis
associated with such response or defense shall be paid by Sanofi-Aventis;
(b) legal fees and other costs and expenses associated with such response or
defense incurred by Vanda at Sanofi-Aventis' request, shall be paid by
Sanofi-Aventis; (c) the costs of acquiring Third Party patents or licenses
(other than the costs referenced in Section 8.12) and any settlement, court
award, judgment or other damages shall be paid by Sanofi-Aventis to such Third
Parties out of royalties projected to be received from Vanda (through Titan or
Novartis); provided, however, Sanofi-Aventis shall not be obligated to pay for
any patents or licenses for uses of the Compound or Products not disclosed in
the Patents as of the date of the execution of the Sanofi-Aventis Agreement; and
(d) any amounts recovered from Third Parties in connection with such response or
defense shall be applied * percent (*%) to Vanda (through Titan and Novartis),
and * percent (*%) to Sanofi-Aventis, subject first to reimbursement of expenses
of Sanofi-Aventis, Novartis, Vanda and Titan.
8.11 In the event that Sanofi-Aventis elects not to respond to, defend or
prosecute any actions, challenges, infringements, misappropriations or
proceedings by a Third Party alleging infringement described in Section 8.8
hereof or Sanofi-Aventis abandons any such action, Novartis shall notify Vanda
promptly after receiving notification from Sanofi-Aventis or Titan of such
actions, challenges, infringements, misappropriations, proceeding or