Interruptions to Data Stream Due to Applicable Law Sample Clauses

Interruptions to Data Stream Due to Applicable Law. In the event Healtheon reasonably believes that developments to applicable Laws after the date of this Agreement prohibit or limit Healtheon from providing a material amount of data that would otherwise be Licensed Data but for the fact that provision of such data under this Agreement is prohibited by applicable Law, or that Quintiles breached its representation in Section 2.5(b)(2) below with respect to current Law such that provision of data hereunder violates current Law, Healtheon will notify Quintiles immediately in writing of the specific prohibition under applicable Law and the nature of the corresponding prohibition or limitation and cooperate in good faith with Quintiles to develop modifications to the Access Specifications (if appropriate) or take other actions to fulfill the intent of this Agreement without violating any such Law. Immediately upon such notice (or on the date such Law takes effect, if later), Healtheon shall be entitled to suspend providing the Licensed Data to Quintiles under this Agreement solely to the extent that Healtheon believes in good faith that doing so would violate such Law. Healtheon shall resume provision of the suspended Licensed Data within five (5) business days after receiving a reasoned opinion of counsel reasonably satisfactory to Healtheon, addressed to Quintiles and Healtheon, that providing such Licensed Data (in the same or in a modified format) would not be prohibited under applicable Law identified by Healtheon as the basis for suspension, along with a specific undertaking by Quintiles to indemnify Healtheon from and against any and all losses, claims, actions, damages, liabilities, costs, and expenses (including attorneys' fees and expenses) arising from providing such data. In the event the opinion of counsel provides that the Licensed Data must or should be provided in modified form, Healtheon shall, at Quintiles' cost, use its commercially reasonable efforts expeditiously to modify the data accordingly, and the time period by which Healtheon shall resume providing the data shall be extended until such modifications can be made.
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