Common use of Cooperation in Litigation and Investigations Clause in Contracts

Cooperation in Litigation and Investigations. Subject to Section 6.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to the Closing (other than Litigation between Purchaser and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained by or under the Control of the requested Party and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Parties. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

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Cooperation in Litigation and Investigations. 5.1.1 Subject to Section 6.4 5.5 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Horizon and Seller AstraZeneca shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product in the Horizon Territory prior to or after the Closing (other than Litigation between Purchaser Horizon and Seller AstraZeneca or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller AstraZeneca and Purchaser Horizon shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the APA Licensed Intellectual Property, the Licensed Regulatory Documentation, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Horizon and Seller AstraZeneca or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Partieslength of time contemplated by its standard record retention policies and schedules. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith. 5.1.2 From and after the Closing, subject to this Section 5.1.2, Horizon shall, at its cost and expense, control, direct and maintain control over the Vimovo Litigation with respect to the Pozen Patents and the Purchased Patents (the “Pozen Patent Litigation”) with counsel of Horizon’s choosing. Horizon shall keep AstraZeneca reasonably informed with respect to the status of and any material developments in the Pozen Patent Litigation. Horizon may settle or otherwise resolve the Pozen Patent Litigation, in its sole discretion; provided, that Horizon shall notify AstraZeneca of its intent to settle the Pozen Patent Litigation and consider in good faith AstraZeneca’s comments with respect thereto. 5.1.3 From and after the Closing, subject to this Section 5.1.3, AstraZeneca shall, at its cost and expense, control, direct and maintain control over the Vimovo Litigation with respect to the Merck Patents (the “Merck Patent Litigation”) with counsel of AstraZeneca’s choosing. AstraZeneca shall keep Horizon reasonably informed with respect to the status of and any material developments in the Merck Patent Litigation. AstraZeneca may settle or otherwise resolve the Merck Patent Litigation, in its sole discretion, including [...***...]; provided, that AstraZeneca shall notify Horizon of its intent to settle the Merck Patent Litigation and consider in good faith Horizon’s comments with respect thereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Horizon Pharma, Inc.), Asset Purchase Agreement (Horizon Pharma, Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product or the Authorized Generic Product prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall, and shall cause its Affiliates to, preserve and retain all such records for eighteen (18) monthsthe length of time contemplated by its standard record retention policies and schedules; provided, howeverthat neither Party shall be required to make available such documents if such disclosure could, that either Party may restrict the foregoing access in Seller’s reasonable discretion, (a) violate applicable Law or any binding agreement entered into prior to the extent that such access Closing Date (iincluding any confidentiality agreement to which Seller or any of its Affiliates is a party), (b) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed trade secrets (provided, that, with respect to Third Partiesclauses (a)-(c), such Party shall use reasonable best efforts to obtain any required consents or waivers and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 4.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing DateClosing, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Licensed Intellectual Property, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) monthsthe length of time contemplated by its standard record retention policies and schedules; provided, howeverthat neither party shall be required to make available such documents if such disclosure could, in such party’s reasonable discretion, (a) violate applicable Law or any binding agreement (including any confidentiality agreement to which such party or any of its Affiliates is a party), provided, that either Party may restrict the foregoing access such party uses reasonable best efforts to the extent that such access obtain waivers thereof, (ib) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed to Third Partiestrade secrets. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation incurred by the Party providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)

Cooperation in Litigation and Investigations. 5.1.1 Subject to Section 6.4 5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Partieslength of time contemplated by its standard record retention policies and schedules. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith. 5.1.2 From the Closing Date until the third anniversary of the Closing Date, Seller shall respond reasonably promptly to Buyer’s reasonable requests for information as to whether Seller has become aware that, during the three years preceding the date of such request for information, (a) Seller or any of its Affiliates or employees or, to Seller’s Knowledge, any consultant to the Product Business who has undertaken activities in connection with the Product Business, has been debarred or deemed subject to debarment pursuant to Section 306 of the Act or, (b) to Seller’s Knowledge, any such Persons are the subject of a conviction described in such section.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 Buyer and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser and Seller Sellers shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product Products prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller Sellers or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary AgreementsAgreements and other than Litigation which would not reasonably be expected to adversely affect the other Party). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller Sellers and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller Sellers or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall applyapply and other than Litigation which would not reasonably be expected to adversely affect the other Party), and shall preserve and retain all such records for eighteen (18) monthsthe length of time contemplated by its standard record retention policies and schedules; provided, howeverthat Buyer or Sellers, that either Party may restrict the foregoing access as applicable, shall not be required to the extent that make available such access documents if such disclosure could, in such Party’s reasonable discretion, (ia) violates violate applicable Law, including applicable antitrust Laws; (iib) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed trade secrets. Sellers and Buyer shall cooperate in good faith to Third Partiesimplement appropriate and mutually agreeable measures to permit the cooperation in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Ani Pharmaceuticals Inc)

Cooperation in Litigation and Investigations. Subject to Section 6.4 and except Except as set forth in any Ancillary Agreement, from the Closing Date and after until three (3) years from the Closing Date, Purchaser and Seller Novartis shall fully reasonably cooperate with each other in the defense or prosecution of any Litigationclaim, examination action, proceeding, examination, or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to the Closing Products (other than Litigation any claim, action, proceeding, examination, or audit between Purchaser and Seller Novartis or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller Novartis and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Drug Substances, the Products, the Transferred Assets, the Assumed Liabilities and Liabilities, or the Excluded Liabilities to the extent maintained Licensed IP held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigationany claim, examination action, proceeding, examination, or audit (other than Litigation any claim, action, proceeding, examination, or audit between Purchaser and Seller Novartis or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) monthspursuant to Section 9.14; provided, howeverthat neither Party shall be required to make available such documents if such disclosure could, in such Party’s reasonable discretion, (a) violate applicable Law or any binding agreement, provided, that either such Party may restrict the foregoing access uses reasonable best efforts to the extent that such access obtain waivers thereof, (ib) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; , or (iiic) violates disclose any confidentiality obligations owed to Third Partiestrade secrets. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrow Health, Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 ‎5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product in the Buyer Territory prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Licensed Intellectual Property, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Partieslength of time contemplated by its standard record retention policies and schedules. The Party requesting such cooperation shall pay [***]. From and after the Closing Date, Buyer shall be responsible for the defense of any Paragraph IV Claim. After such transition, upon Buyer’s reasonable out-of-pocket costs request, Seller shall promptly execute any instruments and expenses documents that are necessary to effect such transition and Seller shall reasonably cooperate with Buyer in the defense of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewithParagraph IV Claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (Forest Laboratories Inc)

Cooperation in Litigation and Investigations. Subject to Section 6.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Seller Product in the Territory prior to the Closing (other than Litigation between Purchaser and the Seller Parties or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of the Seller Parties and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained by or under the Control of the requested Party and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser and the Seller Parties or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Parties. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apricus Biosciences, Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 5.4, Section 7.2.2 and Section 7.2.3, and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to or after the Closing (other than Litigation or claims between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary AgreementsTransactions). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation or claims between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall applyTransactions), and shall preserve and retain all such records for eighteen (18) monthsthe length of time contemplated by its standard record retention policies and schedules; provided, howeverthat Seller shall not be required to make available such documents if such disclosure could, in Seller’s reasonable discretion, (a) violate applicable Law or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement to which Seller or any of its Affiliates is a party), provided, that either Party may restrict the foregoing access Seller uses commercially reasonable efforts to the extent that obtain waivers of any such access binding agreement, (ib) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/-client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed to Third Partiestrade secrets. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and any applicable Taxes in connection therewithagents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Catalyst Pharmaceuticals, Inc.)

Cooperation in Litigation and Investigations. 5.1.1 Subject to Section 6.4 5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date until the third anniversary of the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party or its Affiliates relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product Products prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date until the third anniversary of the Closing Date, each of Seller and Purchaser Buyer shall make available to the other Party and its Representatives during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by it or under the Control of the requested Party its Affiliates and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply). 5.1.2 Buyer shall, and shall cause its Affiliates to, preserve and retain all records referred to in Section 5.1.1 for the length of time contemplated by their respective standard record retention policies and schedules. After the Closing Date, Buyer shall, and shall cause its Affiliates to, on the one hand, and Seller shall, and shall cause the other Divesting Entities to, on the other hand, grant to the other such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to financial records and other information in their possession related to their conduct of the extent that Product Business and such access (i) violates applicable Lawcooperation and assistance, in each case, as shall be reasonably required to enable them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of Litigation and insurance matters (other than in connection with any Litigation between or among the Parties hereto or their respective Affiliates arising out of the transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable antitrust Laws; rules of discovery shall apply). Buyer, on the one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable out-of-pocket expenses associated with requests made by such first Party under this Section 5.1.2, but no other charges shall be payable by the requesting Party to the other Party in connection with such requests. ​ ​ ​ 5.1.3 Notwithstanding the obligations in this Section 5.1, Seller shall not be required to make available such documents if such disclosure could, in Seller’s reasonable judgment, (iia) jeopardizes violate applicable Law (including the Consent Orders) or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement to which Seller or any of its Affiliate is a party), (b) jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed trade secrets (provided that Seller shall use commercially reasonable efforts to Third Partiesmake such disclosure in a manner that does not result in the occurrence of any of the items described in the preceding clauses (a) through (c)) (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege). The Party requesting such any cooperation or books and records under this Section 5.1 shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (PetIQ, Inc.)

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Cooperation in Litigation and Investigations. Subject to Section 6.4 4.4 and except as set forth in any Ancillary Agreement, from and after the Closing Effective Date, Purchaser Buyer and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct Exploitation of the Product Business or the Exploitation or Manufacture of the Product Products prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Effective Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Parties. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses length of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and time contemplated by its Representatives, standard record retention policies and any applicable Taxes in connection therewithschedules. [***].

Appears in 1 contract

Samples: Asset Purchase Agreement (Igi Laboratories, Inc)

Cooperation in Litigation and Investigations. 5.1.1 Subject to Section 6.4 5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date until the third anniversary of the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party or its Affiliates relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product Products prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date until the third anniversary of the Closing Date, each of Seller and Purchaser Buyer shall make available to the other Party and its Representatives during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by it or under the Control of the requested Party its Affiliates and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply). 5.1.2 Buyer shall, and shall cause its Affiliates to, preserve and retain all records referred to in Section 5.1.1 for the length of time contemplated by their respective standard record retention policies and schedules. After the Closing Date, Buyer shall, and shall cause its Affiliates to, on the one hand, and Seller shall, and shall cause the other Divesting Entities to, on the other hand, grant to the other such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to financial records and other information in their possession related to their conduct of the extent that Product Business and such access (i) violates applicable Lawcooperation and assistance, in each case, as shall be reasonably required to enable them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of Litigation and insurance matters (other than in connection with any Litigation between or among the Parties hereto or their respective Affiliates arising out of the transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable antitrust Laws; rules of discovery shall apply). Buyer, on the one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable out-of-pocket expenses associated with requests made by such first Party under this Section 5.1.2, but no other charges shall be payable by the requesting Party to the other Party in connection with such requests. 5.1.3 Notwithstanding the obligations in this Section 5.1, Seller shall not be required to make available such documents if such disclosure could, in Seller’s reasonable judgment, (iia) jeopardizes violate applicable Law (including the Consent Orders) or any binding agreement entered into prior to the Closing Date (including any confidentiality agreement to which Seller or any of its Affiliate is a party), (b) jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed trade secrets (provided that Seller shall use commercially reasonable efforts to Third Partiesmake such disclosure in a manner that does not result in the occurrence of any of the items described in the preceding clauses (a) through (c)) (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege). The Party requesting such any cooperation or books and records under this Section 5.1 shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (PetIQ, Inc.)

Cooperation in Litigation and Investigations. (a) Subject to Section 6.4 and except as set forth in any Ancillary Agreement6.2(b), from and after the Closing Date, Purchaser except as provided by any Ancillary Agreement, Buyer and Seller shall fully use their commercially reasonable efforts to cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation Product in the Buyer Territory or Manufacture of the Product Purchased Assets prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary AgreementsTransactions). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary AgreementsTransactions, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Partieslength of time contemplated by its standard record retention policies and schedules. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including reasonable legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith. (b) Each Party who receives written notice of any defect (actual or alleged in good faith) in the Product or any injury alleged in good faith to have occurred as a result of the use or application of the Product, and any circumstances that are reasonably likely to give rise to Litigation, recall or market withdrawal of the Product or regulatory action with respect to the Product that is reasonably expected to adversely affect the Product Business or the Seller Business, shall, as promptly as practicable, provide the other Party with notice thereof. Each Party also shall furnish promptly to the other Party copies of all documents received in connection with any Litigation with respect to the Product arising out of such alleged defect, injury or regulatory action; provided that neither Party shall be required to (i) furnish such documents if such disclosure would violate applicable Law or any binding agreement entered into by such Party (including any confidentiality agreement to which such Party is a party), provided that such Party shall use commercially reasonable efforts to obtain consent from any Third Party to any such binding agreement to enable such Party to disclose such documents, (ii) jeopardize any attorney/client privilege or other legal privilege or (iii) disclose any Know-How.

Appears in 1 contract

Samples: Asset Purchase Agreement (Horizon Pharma PLC)

Cooperation in Litigation and Investigations. Subject to Section 6.4 5.1.1 Buyer and except as set forth in any Ancillary Agreementits Affiliates, from and after on the Closing Dateone hand, Purchaser and Seller shall fully and its Affiliates, on the other hand, will cooperate with each other in the defense defense, appeal or prosecution settlement of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of involving the Product Business or and the Exploitation or Manufacture of Products for which the other party has responsibility under this Agreement by providing, subject to applicable Law, the other party and such other party’s legal counsel and other designated Persons access to employees, records, documents, data, facilities and other information regarding the Product prior to the Closing (other than Litigation between Purchaser and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities Business and the Excluded Liabilities Products as such other party may reasonably request, to the extent maintained by or under the Control possession or control of the requested Party and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; provided, however, that either Party may restrict the foregoing access to the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Partiesparty. The Party requesting such cooperation party shall pay reimburse the other party for its reasonable out-of-pocket costs expenses paid to Third Parties in performing its obligations under this Section 5.1. Notwithstanding the foregoing, (a) this Section 5.1 shall not apply to any Litigation in which Buyer or any of its Affiliates, on the one hand, and expenses Seller or any of providing its Affiliates, on the other hand, are opposing parties and (b) nothing contained in this Section 5.1 shall obligate Buyer, Seller or any of their respective Affiliates to (i) waive any established legal privileges, including the attorney-client privilege, held by such cooperation Person, (ii) breach any duty of confidentiality owed to any other Person (whether such duty arises contractually, statutorily or otherwise) or any Contract with any other Person or (iii) violate any applicable Law (provided that, in any case in this clause (b), Buyer, Seller or their respective Affiliates, as the case may be, shall use its or their respective reasonable best efforts to obtain any required Consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to enable such Persons to satisfy their obligations under this Section 5.1). 5.1.2 Additionally, at Buyer’s reasonable request and sole cost, Seller shall, and shall cause it Affiliates to, use its and their commercially reasonable efforts, to make available to Buyer and Buyer’s legal counsel and other designated Persons access to (a) applicable records, documents, data, and other information in Seller’s possession or control which Seller or its Affiliates have the right to disclose in accordance with applicable Law (it being understood that Seller and its Affiliates shall use their respective reasonable best efforts to obtain any required Consents and take such other reasonable actions to enable such disclosure), and (b) any employee, independent contractor or other Person (including legal fees any inventor of any Intellectual Property Rights included in the Purchased Intellectual Property) who remains employed, contracted or engaged by Seller or its Affiliate or that Seller or its Affiliate otherwise has the right to require to perform such actions, in each case clauses (a) and disbursements) incurred by (b), to the Party providing such cooperation and by extent necessary for Buyer or its RepresentativesAffiliates to secure or maintain registration for or issuance of, or to defend or enforce any Purchased Intellectual Property. 5.1.3 Seller shall not, and shall cause its Affiliates (for so long as they remain Affiliates of Seller) not to, challenge (or assist any applicable Taxes other Person in connection therewithchallenging) the validity or enforceability of any Purchased Intellectual Property, or Buyer’s or its Affiliates’ rights therein, provided that the foregoing shall not apply with respect to any such challenge: (a) which Seller or its Affiliates has been compelled to participate by a Governmental Authority of relevant jurisdiction, or (b) is necessary or reasonably required to assert a cross-claim or a counterclaim, including asserting any defense or counterclaim in, or otherwise responding to, any patent infringement suit filed by Buyer or any of its Affiliates or (sub)licensees against Seller or any of its Affiliates or (sub)licensees. Furthermore, Seller shall not, and shall cause its Affiliates not to, knowingly file any Patent Rights that claim any Purchased Know-How; provided that if it does (or its Affiliates do) file any Patent Right that claim any Purchased Know-How, then such Patent Rights shall be deemed “Purchased Assets” for the purposes of Section 5.11, and treated accordingly subject to the terms thereof as if it were a Purchased Asset which was not transferred to Buyer at the Closing.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Bausch & Lomb Corp)

Cooperation in Litigation and Investigations. Subject to Section 6.4 and except Except as set forth in the Canadian Purchase Agreement or any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully reasonably cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which that may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product prior to the Closing (other than (i) in connection with a Product’s Abbreviated New Drug Application (as defined in the Act) or (ii) Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records to the extent relating exclusively to the Purchased Assets, the Excluded Assets, the Assumed Liabilities and or the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall, and shall cause its Affiliates to, preserve and retain all such records for eighteen (18) monthsthe length of time contemplated by its standard record retention policies and schedules; provided, however, that either neither Party may restrict the foregoing access shall be required to make available such documents if such Party reasonably determines that such disclosure could (a) violate applicable Law or any binding agreement entered into prior to the extent that such access Closing Date (iincluding any confidentiality agreement to which Seller or any of its Affiliates is a party), (b) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; privilege or (iiic) violates disclose any confidentiality obligations owed trade secrets (provided, that, with respect to Third Partiesclauses (a)—(c), such Party shall use commercially reasonable efforts to obtain any required consents or waivers and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 5.4 and except as set forth in any Ancillary Agreement, from and after the Closing Date, Purchaser Buyer and Seller shall fully cooperate with each other in the defense or prosecution of any Litigation, examination or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product in the Buyer Territory prior to or after the Closing (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary AgreementsTransactions). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller and Purchaser Buyer shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Assets, the Assumed Liabilities and the Excluded Liabilities to the extent maintained held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigation, examination or audit (other than Litigation between Purchaser Buyer and Seller or their respective Affiliates arising out of the Transactions contemplated hereby or by the Ancillary AgreementsTransactions, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) months; providedthe length of time contemplated by its standard record retention policies and schedules. Subject to, howeverand not in derogation or limitation of, that either Party may restrict the foregoing access to Parties’ respective obligations under ARTICLE 7, the extent that such access (i) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes any attorney/client privilege or other established legal privilege; or (iii) violates any confidentiality obligations owed to Third Parties. The Party requesting such cooperation shall pay the reasonable out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representativesofficers, directors, employees and agents, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)

Cooperation in Litigation and Investigations. Subject to Section 6.4 and except Except as set forth in any Ancillary Agreement, from and after the Closing DateDate and until the expiration of the Licensed Patents, Purchaser and Seller TXMD shall fully reasonably cooperate with each other in the defense or prosecution of any Litigationclaim, examination action, proceeding, examination, or audit instituted prior to the Closing or which may be instituted thereafter against or by either Party relating to or arising out of the conduct of the Product Business or the Exploitation or Manufacture of the Product Products prior to the Closing (other than Litigation any claim, action, proceeding, examination, or audit between Purchaser and Seller TXMD or their respective Subsidiaries and Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements). In connection therewith, and except as set forth in any Ancillary Agreement, from and after the Closing Date, each of Seller TXMD and Purchaser shall make available to the other during normal business hours and upon reasonable prior written notice, but without unreasonably disrupting its business, all records relating exclusively to the Purchased Product, the Transferred Assets, the Assumed Liabilities and Post-Closing Liabilities, or the Excluded Liabilities to the extent maintained Licensed IP held by or under the Control of the requested Party it and reasonably necessary to permit the defense or investigation of any such Litigationany claim, examination action, proceeding, examination, or audit (other than Litigation any claim, action, proceeding, examination, or audit between Purchaser and Seller TXMD or their respective Subsidiaries and Affiliates arising out of the Transactions transactions contemplated hereby or by the Ancillary Agreements, with respect to which applicable rules of discovery shall apply), and shall preserve and retain all such records for eighteen (18) monthsas required by applicable Law; provided, however, that either Party may restrict shall not be required to make available such documents if such disclosure could, in the foregoing access such Party’s reasonable discretion, (a) violate applicable Law or any binding agreement entered into prior to the extent Closing Date (including any confidentiality agreement to which either Party or any of their Affiliates is a party), provided, that such access Party uses reasonable best efforts to obtain waivers thereof, (ib) violates applicable Law, including applicable antitrust Laws; (ii) jeopardizes jeopardize any attorney/client privilege or other established legal privilege; , or (iiic) violates disclose any confidentiality obligations owed to Third Partiestrade secrets. The Each Party requesting such cooperation shall pay the reasonable be responsible for its out-of-pocket costs and expenses of providing such cooperation (including legal fees and disbursements) incurred by the Party providing such cooperation and by its Representatives, and any applicable Taxes in connection therewith.

Appears in 1 contract

Samples: Transaction Agreement (TherapeuticsMD, Inc.)

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