Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. Subject to the last sentence of this Section 7.10, each of Allergan and AbbVie shall promptly notify the other of any stockholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, and Allergan shall give AbbVie the opportunity to participate in (but not control), at AbbVie’s expense, the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.

Transaction Litigation. Subject to the last sentence of this Section 7.10, each of Allergan and AbbVie Each Party shall promptly (and in any event, within 48 hours) notify the other Party of any stockholder Actions shareholder demands or Proceedings (including derivative claims) commenced against it, it or its respective Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party informed on a reasonably current basis regarding any Transaction LitigationLitigation (including by promptly furnishing to the other Party and its Representatives such information relating to such Transaction Litigation as may reasonably be requested by it and that would not reasonably be expected to result in the waiver of attorney client or other applicable legal privilege; provided, however, that each Party shall use its commercially reasonable efforts to provide an alternative means of disclosing or providing such information to the maximum extent that does not result in a loss of such legal privilege and in the event that such Party or any of its Subsidiaries does not provide access or information in reliance on this clause, such Party shall provide notice to the other Party that information is being withheld). Other than to the extent such Transaction Litigation relates to an Acquisition Proposal in respect of which one Party has adverse interests with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction LitigationParty, and such Party shall give the other Party the opportunity to consult with it regarding the defense and settlement of such any Transaction Litigation and Litigation, shall consider in good faith the other Party’s advice with respect to such Transaction Litigation, Litigation and Allergan shall give AbbVie the other Party’s the opportunity to participate (at such other Party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan Party nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event of any conflict with any other covenant or agreement contained in Section 7.2 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.

Transaction Litigation. Subject to the last sentence of this Section 7.108.07, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions or shareholder demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect Litigation (including by promptly furnishing to any the other party and such other party’s Representatives such information relating to such Transaction Litigation where as may reasonably be requested). Each of the Parties are adverse to each other, each of Allergan Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction Litigation, Litigation and Allergan shall give AbbVie the other party the opportunity to participate (at the other party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan the Company nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.07, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.108.07, Section 7.2 8.02 shall govern and control, and (b) Section 8.07 shall be in addition to and not limit or otherwise modify the parties’ respective obligations under Section 6.02 or Section 7.02.

Transaction Litigation. Subject to Each of the last sentence of this Section 7.10, each of Allergan Company and AbbVie Parent shall as promptly as reasonably practicable notify the other Party (including by providing copies of all pleadings and any material correspondence with respect thereto) of any stockholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) Litigation and shall keep the other Party reasonably informed regarding with respect to the status thereof. Each of the Company and Parent shall provide the other Party with the opportunity to participate in the defense of any Transaction LitigationLitigation with respect to the first Party or the Contemplated Transactions. Other than For purposes of this Section 7.14, “participate” means that the Company or Parent, as applicable, shall keep the other Party reasonably apprised of the proposed strategy and other significant decisions with respect to any Transaction Litigation where the Parties are adverse to each other, each of Allergan and AbbVie shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice may offer comments or suggestions with respect to such Transaction Litigation, and Allergan Litigation which the first Party shall give AbbVie the opportunity to participate consider in (but not control), at AbbVie’s expense, the defense and settlement of such Transaction Litigationgood faith. Prior to the Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each other, neither Allergan nor any other or in the context of its Subsidiaries shall settle or offer to settle any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither the Company nor Parent shall compromise, settle, come to an arrangement regarding or agree to comprise, settle or come to an arrangement regarding any Transaction Litigation, without the prior written consent of AbbVie (which consent the other Party, which, with respect to any such settlement that only requires payment of monetary amounts by the Company or Parent, as applicable, shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.107.14, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 7.07 that expressly addresses the subject matter of this Section 7.107.14, Section 7.2 7.07 shall govern and control, and (b) this Section 7.14 shall be in addition to and not limit or otherwise modify the Parties’ respective obligations under Section 7.04, Section 7.05 and Section 7.06.

Transaction Litigation. Subject to the last sentence of this Section 7.108.08, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, each of Allergan the Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction LitigationLitigation and, and Allergan in the case of any Transaction Litigation involving the Company, its Subsidiaries or their respective directors or officers, the Company shall give AbbVie Parent the opportunity to participate in (but not control), at AbbVieParent’s expense, in the defense and settlement of such Transaction Litigation. Prior to the Merger Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan nor none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.08, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.108.08, Section 7.2 8.02 shall govern and control., and (b) nothing in this Section 8.08 shall limit or otherwise modify the parties obligations under Section 6.02, Section 7.02 or any other provisions of this Agreement. 102

Transaction Litigation. Subject to the last sentence of this Section 7.108.08, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, each of Allergan the Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction LitigationLitigation and, and Allergan in the case of any Transaction Litigation involving the Company, its Subsidiaries or their respective directors or officers, the Company shall give AbbVie Parent the opportunity to participate in (but not control), at AbbVieParent’s expense, in the defense and settlement of such Transaction Litigation. Prior to the Merger Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan nor none of the Company or any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.08, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.108.08, Section 7.2 8.02 shall govern and control, and (b) nothing in this Section 8.08 shall limit or otherwise modify the parties obligations under Section 6.02, Section 7.02 or any other provisions of this Agreement.

Transaction Litigation. Subject In the event that any litigation or Proceeding related to this Agreement, the Transactions or the other transactions contemplated by this Agreement (“Transaction Litigation”) is brought, or, to the last sentence Knowledge of this Section 7.10New Sabine Holdings or Forest, each threatened in writing, against a party and/or the members of Allergan and AbbVie the party’s board of directors prior to the Effective Time, such party against which the litigation or Proceeding has been brought or which has knowledge of such threat shall promptly notify the other party of any stockholder Actions (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “such Transaction Litigation”) Litigation and shall keep the other Party party reasonably informed regarding any Transaction Litigation. Other than with respect to any Transaction Litigation where the Parties are adverse status thereof. Subject to each otherthe fiduciary duties of the board of directors of such party, each of Allergan New Sabine Holdings and AbbVie Forest shall reasonably cooperate with give the other party the opportunity to participate in the defense or settlement of any Transaction LitigationLitigation (other than any litigation or settlement where the interests of New Sabine Holdings or its Affiliates are adverse to those of Forest or its Affiliates), and neither New Sabine Holdings nor Forest shall give the other Party the opportunity settle, compromise, come to consult with it an arrangement regarding the defense and settlement of such Transaction Litigation and shall consider in good faith the other Party’s advice with respect or agree to settle, compromise or come to an arrangement regarding any such Transaction Litigation, and Allergan shall give AbbVie without the opportunity other party’s prior written consent (such consent not to participate in (but not controlbe unreasonably withheld, conditioned or delayed); provided, at AbbVie’s expensehowever, the defense and settlement of such Transaction Litigation. Prior to the Effective Time, other than with respect to Transaction Litigation where the Parties are adverse to each other, neither Allergan nor any of its Subsidiaries shall settle or offer to that New Sabine Holdings may settle any Transaction Litigation without the prior written consent of AbbVie Forest if such settlement provides (which consent shall not be unreasonably withhelda) for a complete release of the claims, conditioned if any, related to or delayed). Notwithstanding anything to the contrary in this Section 7.10, in the event against any Forest Party and all directors and officers of any conflict with any other covenant or agreement contained in Section 7.2 Forest Party and (b) that expressly addresses the subject matter of this Section 7.10, Section 7.2 sole remedy shall govern and controlbe monetary damages not to exceed $20,000,000.

Transaction Litigation. Subject to the last sentence of this Section 7.108.07, each of Allergan the Company and AbbVie Parent shall promptly notify the other of any stockholder Actions or shareholder demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against it, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or any of the transactions contemplated hereby or any matters relating thereto (collectively, “Transaction Litigation”) and shall keep the other Party party informed regarding any Transaction Litigation. Other than with respect Litigation (including by promptly furnishing to any the other party and such other party’s Representatives such information relating to such Transaction Litigation where as may reasonably be requested). Each of the Parties are adverse to each other, each of Allergan Company and AbbVie Parent shall reasonably cooperate with the other in the defense or settlement of any Transaction Litigation, and shall give the other Party party the opportunity to consult with it regarding the defense and settlement of such Transaction Litigation and Litigation, shall consider in good faith the other Partyparty’s advice with respect to such Transaction Litigation, Litigation and Allergan shall give AbbVie the other party the opportunity to participate (at the other party’s expense) in (but not control), at AbbVie’s expense, ) the defense and settlement of such Transaction Litigation. Prior to the First Effective Time, other than with respect to any Transaction Litigation where the Parties parties are adverse to each otherother or in the context of any Transaction Litigation related to or arising out of a Company Acquisition Proposal or a Parent Acquisition Proposal, neither Allergan the Company nor any of its Subsidiaries shall settle or offer to settle any Transaction Litigation without the prior written consent of AbbVie Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 7.108.07, (a) in the event of any conflict with any other covenant or agreement contained in Section 7.2 8.02 that expressly addresses the subject matter of this Section 7.10, Section 7.2 shall govern and control.Section