▇▇▇▇▇-▇▇▇▇▇▇ Act Sample Clauses
▇▇▇▇▇-▇▇▇▇▇▇ Act. Notwithstanding Section 9.6.1 (Infringement by Third Parties) above, each Party will immediately give notice to the other Party of any notice it receives of certification filed under the ▇▇▇▇▇-▇▇▇▇▇▇ Act claiming that any of the Licensed Patents is invalid, unenforceable or that any infringement will not arise from the manufacture, use or sale of the POZEN Product by a Third Party. If Licensee decides not to bring infringement proceedings against the entity making such a certification with respect to any such Licensed Patents, Licensee will give notice to POZEN of its decision not to bring suit within […***…] ([…***…]) Business Days after receipt of notice of such certification (or, if the time period permitted by law is less than […***…] ([…***…]) Business Days, within […***…] of the time period permitted by law for Licensee to commence such action). POZEN may then, but is not required to, bring suit against the Third Party that filed the certification. Any suit by either Party may be in the name of either or both Parties, as may be required by law. For this purpose, the Party not bringing suit will execute such legal papers necessary for the prosecution of such suit as may be reasonably requested by the Party bringing suit. For clarity, any Patent with Valid Claims solely directed to any product containing acetyl salicylic acid (including salts and derivatives thereof) is not a Licensed Patent; therefore, Licensee will have no right to bring infringement proceedings of such Patent under this Section 9.10.2. Notwithstanding anything in this Section 9.10.2 to the contrary, Licensee shall not have the right to bring an infringement proceeding under this Section 9.10.2 unless such proceeding involves a POZEN Product.
▇▇▇▇▇-▇▇▇▇▇▇ Act. Notwithstanding Section 9.6.1 (Infringement by Third Parties) above, each Party will immediately give notice to the other Party of any notice it receives of certification filed under the ▇▇▇▇▇-▇▇▇▇▇▇ Act claiming that any of the Licensed Patents is invalid, unenforceable or that any infringement will not arise from the manufacture, use or sale of the POZEN Product by a Third Party. With regard to litigation arising out of or related to the submission of Abbreviated New Drug Applications to FDA referencing NDA #22-511 (the “Vimovo Litigation”), Licensee, at its cost and expense and with counsel selected by Licensee, controls and directs the Vimovo Litigation with respect to the Licensed Patents (including Joint Patents). POZEN shall cooperate with regard to the Vimovo Litigation in accordance with this Section 9.10.2, and POZEN’s litigation counsel may participate in the Vimovo Litigation with respect to the Licensed Patents (including Joint Patents) (without in any way limiting Licensee’s control thereof), at POZEN’s cost and expense; provided that Licensee will reimburse POZEN for the reasonable legal fees of POZEN’s litigation counsel incurred for the Vimovo Litigation from and after the Amended and Restated Effective Date, up to a maximum of […***…] for calendar year 2014 and […***…] for any other calendar year during the Term of this Agreement (pro-rated for any period less than a full calendar year), such reimbursement to be made within […***…] ([…***…]) days after receipt of invoices with reasonably detailed supporting information for such fees. The Parties agree that settlement of any action hereunder will be controlled as set forth in Section 9.6.3 (Cooperation). Any recovery realized as a result of an action hereunder will be allocated in accordance with Section 9.6.4 (Recovery). For purposes of clarity any other litigation matters with respect to the Licensed Patents (including Joint Patents) that in any way relate to the ▇▇▇▇▇-▇▇▇▇▇▇ Act shall be subject to the terms of this Section 9.10.2 and all other litigation matters related to infringement of the Licensed Patents and the Joint Patents shall be covered by Section 9.6. Any suit hereunder may be in the name of either or both Parties, as may be required by law and each Party agrees to cooperate fully in the prosecution of such action, including, if required to bring or maintain such action, the furnishing of a power- of-attorney or the joining of such action as a necessary party, executing all...
▇▇▇▇▇-▇▇▇▇▇▇ Act. End User Agent shall implement and maintain a comprehensive information security program written in one or more readily accessible parts and that contains administrative, technical, and physical safeguards that are appropriate to End User Agent’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to it on behalf of End User by Reseller. Such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to (i) insure the security and confidentiality of the information provided by Reseller, (ii) protect against any anticipated threats or hazards to the security or integrity of such information, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer. End User Agent shall provide its security program to Reseller upon request and shall adopt any safeguard that Reseller may reasonably request.