ANDA Litigation. Notwithstanding any provision of this Article V to the contrary, Licensee shall, at all times from and after the Effective Date, have sole control over, and shall have full authority to defend, litigate and control (at its own cost and expense, including any attorneys’ fees), and shall have no obligation to consult with the IP Advisory Committee with respect to, any ANDA-related challenges such as, for example, a challenge pursuant to 21 U.S.C. § 355(j)(2)(A)(vii)(IV) or any challenge instituted in or by the USPTO, or any similar Litigation or challenges anywhere in the Territory, to any (i) product of Licensee or any of its Affiliates (including Tecfidera) or (ii) Licensed Intellectual Property.
ANDA Litigation. As between Depomed and Collegium, from and after the Closing, Depomed shall, at its cost and expense, continue to control, direct and maintain control over the ANDA Litigation. Depomed shall keep Collegium reasonably informed with respect to the status of and any material developments in the ANDA Litigation, including any settlement discussions in connection therewith, and shall consider in good faith any reasonable input provided by Collegium or its counsel with respect thereto. As between Depomed and Collegium, Depomed may settle or otherwise resolve the ANDA Litigation, in its sole and absolute discretion, including by granting ANDA Settlement Distributors the right to Commercialize Generic Versions of Products in the Territory. Any awards for any motions, applications or other filings for recovery of funds (regardless of type or category), including costs, fees and sanctions related to the ANDA Litigation, whether or not they were on file prior to the Closing Date, shall be retained in full by Depomed.
ANDA Litigation. Notwithstanding the foregoing, in the event Teva decides not to bring an action or proceeding with respect to infringement of any Orange Book Patent II or Product-Specific Alexza Patent described in Section 10.3(b), and such infringement is the result of a submission to the FDA of an application under Section 505(j) or Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, Teva shall so notify Alexza at least [ * ] days before the time limit for bringing such action or proceeding, and the Parties shall discuss in good faith the reasons for Teva’s decision within [ * ] Business Days of Alexza receiving such notice. In the event after such discussion Alexza disagrees with Teva’s decision, within [ * ] Business Days of such discussion Alexza may refer the matter to the Senior Executives of both Parties for resolution. The Senior Executives shall meet promptly to discuss such matter and determine a resolution, and such resolution may include the Senior Executives agreeing to allow Alexza to bring such action or proceeding. If the Senior Executives are unable to determine a resolution in a timely manner, which shall in no event be more than [ * ] Business Days after such matter was referred to them, then Teva shall have the sole and exclusive authority to determine when and whether to initiate an action or proceeding with respect to such infringement, and Alexza will not have any right to initiate an action or proceeding related thereto.
ANDA Litigation
