Chiron Enforcement Action Clause Samples
The Chiron Enforcement Action clause defines the procedures and rights related to enforcement actions taken by or against Chiron, typically in the context of legal or regulatory compliance. This clause outlines how parties must respond if Chiron becomes subject to an investigation, penalty, or other enforcement measure, and may specify notification requirements, cooperation obligations, or the allocation of costs arising from such actions. Its core function is to ensure that all parties are prepared to address enforcement issues efficiently and transparently, minimizing disruption and clarifying responsibilities in the event of regulatory scrutiny.
Chiron Enforcement Action. Notwithstanding anything expressed or implied in Sections 7.3(c), 7.3(d) or 7.3(e) to the contrary, if Chiron commences an action to enforce a Valid Claim against any sales of Unlicensed Products in any given country in the Territory, then Chiron shall continue to make payment to Cubist of royalties payable in connection with sales of Licensed Products in such country in accordance with the provisions of Section 7.3(a) or Section 7.3(b), as applicable, unless and until there is a final adjudication (following the expiration of all rights of appeal) or final settlement of such action that will result in aggregate unit sales by all Third Parties in such country of such Unlicensed Products to be greater than the Unlicensed Sales Threshold in such country. If the final adjudication or final settlement of such action will result in aggregate unit sales by all Third Parties in such country of such Unlicensed Products to be greater than the Unlicensed Sales Threshold in such country, then, within [*] after written notice to Cubist that such final adjudication or final settlement has occurred, Cubist shall make payment to Chiron of all unearned royalties paid by Chiron to Cubist pursuant to this Section 7.3(f) as of the earliest month when sales of Unlicensed Product exceeded the [*] market share threshold, together with interest thereon at the rate specified for late payments pursuant to Section 7.10 hereof. Chiron shall not enter into any such final settlement without the prior written consent of Cubist (which consent shall not be unreasonably withheld or delayed).