Common use of Non-Assertion Clause in Contracts

Non-Assertion. (a) Subject to the terms and conditions of this Agreement and solely during the term of this Agreement, Santarus agrees that it shall not assert the Santarus Patent Rights against Takeda and its contractors with respect to (i) the manufacture of Licensed Products in Japan and Ireland solely for the purpose of supplying such Licensed Products to TAP for use in the Field of Use and (ii) the supply of such Licensed Product to TAP in the United States and Canada. This Section 2.1.4 shall in no way be construed to limit Santarus's or its sublicensees' rights to conduct any manufacturing and supply activities. (b) Takeda and its contractors shall, at Takeda's expense, comply with any and all regulations applicable to such activities and Takeda shall be responsible for procuring any required permits and consents. TAP and Takeda agree that all provisions that are protective of Santarus's proprietary rights (including, without limitation, intellectual property rights and confidentiality rights) and all provisions that limit Santarus's liability or potential liability in this Agreement shall apply with respect to the conduct of such activities by Takeda and its contractors. Takeda agrees to be responsible for and indemnify Santarus with respect to any Claims (as defined in Section 9.1) resulting directly or indirectly from the conduct of such activities by Takeda and/or its contractors; provided that the terms of Section 9.3 shall apply to such indemnification obligations.