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<br />8 <br /> <br /> <br />Settlement as provided in subsection IV.B.3, and such Non-Released Entity asserts a <br />Claim-Over against a Released Entity, that Releasor and Janssen shall take the <br />following actions to ensure that the Released Entities do not pay more with respect to <br />Covered Conduct to Releasors or to Non-Released Entities than the amounts owed <br />under this Agreement by Janssen: <br />a. Janssen shall notify that Releasor of the Claim-Over within thirty (30) days <br />of the assertion of the Claim-Over or thirty (30) days of the Effective Date of <br />this Agreement, whichever is later; <br />b. Janssen and that Releasor shall meet and confer concerning the means to hold <br />Released Entities harmless and ensure that it is not required to pay more with <br />respect to Covered Conduct than the amounts owed by Janssen under this <br />Agreement; <br />c. That Releasor and Janssen shall take steps sufficient and permissible under <br />the law of the State of the Releasor to hold Released Entities harmless from <br />the Claim-Over and ensure Released Entities are not required to pay more <br />with respect to Covered Conduct than the amounts owed by Janssen under <br />this Settlement Agreement. Such steps may include, where permissible: <br />(1) Filing of motions to dismiss or such other appropriate motion by <br />Janssen or Released Entities, and supported by Releasors, in response <br />to any claim filed in litigation or arbitration; <br />(2) Reduction of that Releasor’s Claim and any judgment it has obtained <br />or may obtain against such Non-Released Entity by whatever amount <br />or percentage is necessary to extinguish such Claim-Over under <br />applicable law, up to the amount that Releasor has obtained, may <br />obtain, or has authority to control from such Non-Released Entity; <br />(3) Placement into escrow of funds paid by the Non-Released Entities <br />such that those funds are available to satisfy the Claim-Over; <br />(4) Return of monies paid by Janssen to that Releasor under this <br />Settlement Agreement to permit satisfaction of a judgment against or <br />settlement with the Non-Released Entity to satisfy the Claim-Over; <br />(5) Payment of monies to Janssen by that Releasor to ensure it is held <br />harmless from such Claim-Over, up to the amount that Releasor has <br />obtained, may obtain, or has authority to control from such Non- <br />Released Entity; <br />(6) Credit to Janssen under this Settlement Agreement to reduce the <br />overall amounts to be paid under the Settlement Agreement such that <br />it is held harmless from the Claim-Over; and