definiens: ), 5,686,104 ( ), 5,969,156 ( ) and 6,126,971 ( ) ; WHEREAS, COBALT has filed with the FDA ( as defined below ) a New Drug Application, No . 22 - 245, underSection 505(b ) ( 2 ) of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. 355(b)(2 ) ( ), requesting approvalfrom the FDA to make and sell a product containing atorvastatin sodium as its active ingredient;WHEREAS, PFIZER and COBALT have a dispute about whether COBALT may properly rely on PF1ZER ’s NDA forLipitor as a basis for approval of its application to market a sodium salt version of atorvastatin under Section 505(b)(2),which dispute, if PFIZER prevails, would preclude FDA approval for COBALT ’s New Drug Application, No . 22 - 245 ; thnd ® ® WHEREAS, PFIZER is a plaintiff in a civil action entitled [COMPANY] Inc. et . al . v. Cobalt Pharmaceuticals . Inc., Civil ActionNo . 07 - 790 - JJF, pending in the United States District Court for the District of Delaware ( ), in which PFIZER allegesthat COBALT infringed and induced infringement of the ‘ 995 Patent as specified therein;WHEREAS, COBALT has filed an answer and counterclaims in the Action seeking judgments of non - infringement andinvalidity of the ‘ 104, ‘ 156, ‘ 995, and ‘ 971 Patents, but not the ‘ 893 Patent ; andWHEREAS, PFIZER and COBALT desire ( a ) to resolve the Action and seek court approval for a Consent Judgment andOrder of Court ( as defined below ) with respect to the Action, ( b ) resolve the dispute over whether COBALT can properlyreference PFIZER ’s data in its Section 505(b)(2 ) application, and ( c ) upon effectiveness of the Consent Judgment and Order ofCourt, to grant COBALT the right to market, sell and distribute the Product ( as defined below ) in the Territory ( as definedbelow ) as provided herein