Common use of By EAGLE Clause in Contracts

By EAGLE. If Cephalon elects not to settle, defend or bring any action for infringement described in Section 10.4.1 within [ * ] after becoming aware of such suspected infringement or action or proceeding (and in all events at least [ * ]), then Eagle may defend or bring such action, or substitute as a party in an existing action brought by Cephalon, at Eagle’s own expense, in its own name and entirely under its own direction and control, including the right to settle any such action, subject to the following: (a) Cephalon will reasonably assist Eagle in any action or proceeding being defended or prosecuted if so requested, and will join such action or proceeding if requested by Eagle, and (b) Cephalon will have the right to participate in any such action or proceeding with its own counsel at its own expense and without reimbursement. For purposes of this Agreement, “▇▇▇▇▇-▇▇▇▇▇▇ Time Period” means the applicable period of time during which a patent holder or licensee has the right to file an infringement suit to maintain certain rights and privileges upon receipt of Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application or an application under § 505(b)(2) of the United States Food, Drug, and Cosmetic Act (as amended), or any other similar patent certification by a Third Party, or any foreign equivalent thereof.