In this task, you are given text for US Congressional and California state bills, your task is to generate a summary for this bill.

[Q]: SECTION 1. SHORT TITLE.

This Act may be cited as the ''Protecting Consumer Access to
Generic Drugs Act of 2007''.

SEC. 2. UNFAIR AND DECEPTIVE ACTS AND PRACTICES RELATED TO NEW DRUG
APPLICATIONS.

(a) Conduct Prohibited.--It shall be unlawful for any person to
directly or indirectly be a party to any agreement resolving or
settling a patent infringement claim in which--
(1) an ANDA filer receives anything of value; and
(2) the ANDA filer agrees not to research, develop,
manufacture, market, or sell, for any period of time, the drug
that is to be manufactured under the ANDA involved and is the
subject of the patent infringement claim.
(b) Exceptions.--Notwithstanding subsection (a)(1), subsection (a)
does not prohibit a resolution or settlement of a patent infringement
claim in which the value received by the ANDA filer includes no more
than--
(1) the right to market the drug that is to be manufactured
under the ANDA involved and is the subject of the patent
infringement claim, before the expiration of--
(A) the patent that is the basis for the patent
infringement claim; or
(B) any other statutory exclusivity that would
prevent the marketing of such drug; and
(2) the waiver of a patent infringement claim for damages
based on prior marketing of such drug.
(c) Enforcement.--A violation of subsection (a) shall be treated as
an unfair and deceptive act or practice and an unfair method of
competition in or affecting interstate commerce prohibited under
section 5 of the Federal Trade Commission Act (15 U.S.C. 45). The
Federal Trade Commission shall enforce this Act in the same manner, by
the same means, and with the same jurisdiction as though all applicable
terms and provisions of the Federal Trade Commission Act were
incorporated into and made a part of this Act.
(d) Definitions.--In this section:
(1) Agreement.--The term ''agreement'' means anything that
would constitute an agreement for purposes of section 5 of the
Federal Trade Commission Act (15 U.S.C. 45).
(2) Agreement resolving or settling.--The term ''agreement
resolving or settling'', in reference to a patent infringement
claim, includes any agreement that is contingent upon, provides
a contingent condition for, or is otherwise related to the
resolution or settlement of the claim.
(3) ANDA.--The term ''ANDA'' means an abbreviated new drug
application for the approval of a new drug under section 505(j)
of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. 355(j)).
(4) ANDA filer.--The term ''ANDA filer'' means a party that
has filed an ANDA with the Food and Drug Administration.
(5) Patent infringement.--The term ''patent infringement''
means infringement of any patent or of any filed patent
application, extension, reissuance, renewal, division,
continuation, continuation in part, reexamination, patent term
restoration, patent of addition, or extension thereof.
(6) Patent infringement claim.--The term ''patent
infringement claim'' means any allegation made to an ANDA
filer, whether or not included in a complaint filed with a
court of law, that its ANDA or drug to be manufactured under
such ANDA may infringe any patent.

SEC. 3. FTC RULEMAKING.

The Federal Trade Commission may, by rule promulgated under section
553 of title 5, United States Code, exempt certain agreements described
in section 2 if the Commission finds such agreements to be in
furtherance of market competition and for the benefit of consumers.
Consistent with the authority of the Commission, such rules may include
interpretive rules and general statements of policy with respect to the
practices prohibited under section 2.

SEC. 4. FORFEITURE OF 180-DAY EXCLUSIVITY PERIOD UNDER THE FFDCA.

Section 505(j)(5)(D)(i) of the Federal Food, Drug, and Cosmetic Act
(21 U.S.C. 355(j)(5)(D)(i)) is amended--
(1) in subclause (I)(bb)--
(A) by redesignating subitem (CC) as subitem (EE);
and
(B) by inserting after subitem (BB) the following:

''(CC) In a
declaratory judgment
action described in
subitem (AA), a court
dismisses the action
for lack of subject
matter jurisdiction,
either with or without
prejudice.

''(DD) The
applicant files with
the Secretary a
covenant by the patent
owner that the patent
owner will not sue the
applicant for
infringement with
respect to the
patent.''; and

(2) in subclause (V), by inserting ''section 2 of the
Protecting Consumer Access to Generic Drugs Act of 2007 or''
after ''that the agreement has violated''.

SEC. 5. NOTICE AND CERTIFICATION OF AGREEMENTS.

(a) Notice of All Agreements.--Section 1112(c)(2) of the Medicare
Prescription Drug, Improvement, and Modernization Act of 2003 (21
U.S.C. 3155 note) is amended by--
(1) striking ''the Commission the'' and inserting ''the
Commission (1) the''; and
(2) inserting before the period at the end the following:
''; and (2) a description of the subject matter of any other
agreement the parties enter into within 30 days of an entering
into an agreement covered by subsection (a) or (b)''.
(b) Certification of Agreements.--Section 1112 of such Act is
amended by adding at the end the following:
''(d) Certification.--The Chief Executive Officer or the company
official responsible for negotiating any agreement required to be filed
under subsection (a), (b), or (c) shall execute and file with the
Assistant Attorney General and the Commission a certification as
follows: 'I declare under penalty of perjury that the following is true
and correct: The materials filed with the Federal Trade Commission and
the Department of Justice under section 1112 of subtitle B of title XI
of the Medicare Prescription Drug, Improvement, and Modernization Act
of 2003, with respect to the agreement referenced in this
certification: (1) represent the complete, final, and exclusive
agreement between the parties; (2) include any ancillary agreements
that are contingent upon, provide a contingent condition for, or are
otherwise related to, the referenced agreement; and (3) include written
descriptions of any oral agreements, representations, commitments, or
promises between the parties that are responsive to subsection (a) or
(b) of such section 1112 and have not been reduced to writing.'.''.
[A]: Protecting Consumer Access to Generic Drugs Act of 2007 - Prohibits, as an unfair and deceptive act or practice and an unfair method of competition in or affecting interstate commerce, any person from being a party to any agreement resolving or settling a patent infringement claim in which: (1) an abbreviated new drug (generic) application filer receives anything of value; and (2) such filer agrees not to research, develop, manufacture, market or sell the generic drug. Excludes a resolution or settlement that includes no more than: (1) the right to market the generic drug before the expiration of the patent or other exclusivity period; or (2) the waiver of a patent infringement claim for damages.

Authorizes the Federal Trade Commission (FTC) to exempt agreements in furtherance of market competition and for the benefit of consumers.

Amends the Federal Food, Drug, and Cosmetic Act to provide that a generic drug applicant forfeits market exclusivity for failing to market the drug 75 days after: (1) a court dismisses a declaratory judgment action for lack of subject matter jurisdiction; or (2) the applicant files with the Secretary of Health and Human Services a covenant that the patent owner will not sue the applicant for patent infringement. Deems an applicant to have forfeited market exclusivity if the applicant enters into an agreement that violates this Act.

Amends the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 to revise reporting requirements related to agreements between a generic drug applicant and a brand name drug company to include: (1) a description of the subject matter of other agreements between the parties; and (2) a certification that the materials filed represent the complete, final, and exclusive agreement between the parties.

[Q]: SECTION 1. SHORT TITLE.

This Act may be cited as the ''Shareholder Empowerment Act of
2009''.

SEC. 2. MAJORITY VOTING FOR DIRECTORS.

The Securities Exchange Act of 1934 is amended by adding after
section 16 the following new section:

''SEC. 16A. ELECTION OF DIRECTORS.

''(a) Standards Relating to Election of Directors.--
''(1) Commission rules.--Not later than 270 days after the
date of enactment of this section, the Commission shall, by
rule, direct the national securities exchanges and national
securities associations to prohibit the listing of any security
of an issuer that is not in compliance with the requirements of
any portion of paragraph (2). Such rules shall provide for
appropriate procedures for an issuer to have an opportunity to
cure any defects that would be the basis for such a prohibition
before the imposition of such prohibition.
''(2) Standards for election of directors.--
''(A) Majority voting.--Each issuer shall, to the
extent permitted under State law, provide in its
governing documents that--
''(i) directors in uncontested elections
shall be elected by a majority of the votes
cast as to each nominee; and
''(ii) in contested elections where the
number of nominees exceeds the number of
directors to be elected, directors shall be
elected by the vote of a plurality of the
shares represented at any meeting and entitled
to vote on the election of directors.
''(B) Resignation policy.--Each issuer shall also,
to the extent permitted under State law, adopt
procedures under which any director who is not elected
to a new term shall offer to tender his or her
resignation to the board of directors. The board of
directors, with the advice of a committee of the board
if such a committee has been established for that
purpose, shall determine what action should be taken as
to that resignation and shall publicly disclose its
decision and the rationale for that decision within a
reasonable period after certification of the election
results.
''(b) Shareholder Access to the Proxy in Director Elections.--
''(1) Rule.--Not later than 270 days after the date of
enactment of this section, the Commission shall, by rule,
require that in proxy statements and proxies, authorizations or
consents prepared by an issuer pursuant to section 14, the
issuer shall identify and provide security holders with an
opportunity to vote on candidates for the board of directors
who have been nominated by holders in the aggregate at least 1
percent of the issuer's voting securities for at least 2 years
prior to a record date established by the issuer for a meeting
of security holders.
''(2) Application.--This rule shall specify the information
to be provided to an issuer by security holders who nominate
candidates for inclusion in an issuer's proxy materials under
this section and shall require the issuer to disclose
information about such candidates in the issuer's proxy
materials to the same extent that information must be disclosed
about candidates nominated by the issuer. This rule shall apply
only when eligible security holders have nominated fewer than a
majority of the number of directors then authorized to serve on
the board of directors, and the rule shall specify procedures
to be followed if different security holders nominate
candidates sufficient to constitute a majority of the board of
directors.
''(3) Effective date.--The rule shall apply to proxy voting
for meetings of security holders held on or after January 1,
2010, except to the extent that a meeting was originally
scheduled to be held in 2009, but was adjourned to 2010.
''(c) Broker Discretionary Voting in Uncontested Director
Elections.--Not later than 270 days after the date of enactment of this
section, the Commission shall by, rule, require that a broker shall not
be allowed to vote securities on an uncontested election to the board
of directors of an issuer to the extent that the beneficial owner of
those securities has not provided specific instructions to the broker.
The rule shall apply to proxy voting for meetings of security holders
held on or after January 1, 2010, except to the extent that a meeting
was originally scheduled to be held in 2009, but was adjourned to 2010.
''(d) Independent Chairman of the Board of Directors.--
''(1) Commission rules.--Not later than 270 days after the
date of enactment of this section, the Commission shall, by
rule, direct the national securities exchanges and national
securities associations to prohibit the listing of any security
of an issuer that is not in compliance with the requirements of
any portion of paragraph (2). Such rules shall provide for
appropriate procedures for an issuer to have an opportunity to
cure any defects that would be the basis for such a prohibition
before the imposition of such prohibition.
''(2) Independent chairman of the board of directors.--Each
issuer shall provide in its governing documents or a public
statement of corporate policy that, to the extent possible and
consistent with the issuer's status as a publicly traded
company, the chairman of the board of directors shall be an
independent director who has not previously served as an
executive officer of the issuer. Such rule shall be implemented
with due regard for contracts in existence on the date of
enactment of this section. For purposes of this subsection, an
'independent director' shall be one who during the preceding 5
years has not been--
''(A) employed by the issuer in an executive
capacity;
''(B) an employee, director or owner greater than
20 percent of the beneficial shares of a firm that is a
paid adviser or consultant to the issuer;
''(C) employed by a significant customer or
supplier of the issuer;
''(D) a party to a personal services contract with
the issuer, as well as with the issuer's Chair, chief
executive officer, or other senior executive officer;
''(E) an employee, officer or director of a
foundation, university or other non-profit organization
that receives the greater of $100,000 or 1 percent of
total annual donations from the issuer;
''(F) a relative of an executive of the issuer;
''(G) part of an interlocking directorate in which
the issuer's chief executive officer or another
executive serves on the board of another issuer
employing that director; and
''(H) engaged in any other relationship with the
issuer or senior executives that the Commission
determines would not render that director an
independent director.''.

SEC. 3. EXECUTIVE COMPENSATION REQUIREMENTS.

The Securities Exchange Act of 1934 is further amended by adding
after the section 16A, as added by section 2, the following new section

''SEC. 16B. EXECUTIVE COMPENSATION REQUIREMENTS.

''(a) Shareholder Approval of Executive Compensation.--
''(1) Annual shareholder vote on executive compensation.--
Any proxy or consent or authorization for an annual or other
meeting of an issuer shall permit a separate vote by
shareholders to approve the compensation of senior executive
officers, as disclosed pursuant to the compensation disclosure
rules of the Commission (which disclosure shall include the
compensation discussion and analysis, the compensation tables,
and any related material).
''(2) Non-binding nature of vote.--A shareholder vote
described in paragraph (1) shall not be binding on the board of
directors of an issuer and may not be construed as overruling a
decision by such board, nor to create or imply any additional
fiduciary duty by such board, nor shall such vote be construed
to restrict or limit the ability of security holders to make
proposals for inclusion in proxy materials related to executive
compensation.
''(3) Deadline for rules.--Not later than 1 year after the
date of enactment of this section, the Commission shall issue
any final rules and regulations required by this section.
''(4) Exception.--This provision shall not apply to any
issuer who is subject to a similar recoupment requirement under
another provision of Federal law.
''(b) Independent Compensation Advisers.--
''(1) Requirement.--Not later than 1 year after the date of
enactment of this section, the Commission shall, by rule,
require that if an issuer's board of directors or a committee
thereof retains an individual adviser or advisory firm in
conjunction with negotiating employment contracts or
compensation agreements with the issuer's executives, the
individual adviser and his or her firm shall be independent of
the issuer, its executives and directors, and shall report
solely to the board of directors or the committee thereof
responsible for executive compensation. The rule shall further
require that issuers shall not agree to indemnify or limit the
liability of compensation advisers or advisory firms.
''(2) Determination.--In determining the extent to which an
adviser or advisory firm is independent of an issuer within the
meaning of this section, the Commission shall consider such
matters as--
''(A) the extent (as measured by annual fees and
other relevant metrics) to which an individual adviser
or advisory firm provides services in conjunction with
negotiating employment contracts or compensation
agreements with the issuer's executives, as compared to
other services that the adviser or advisory firm
provides to the issuer or executives;
''(B) whether individual advisers are permitted to
hold equity and do hold equity in the issuer; and
''(C) whether an advisory firm's incentive
compensation plan links the compensation of individual
advisers to the advisory firm's provision of other
services to the issuer.
''(c) Clawbacks of Unearned Performance-Based Pay.--
''(1) Commission rules.--Not later than 270 days after the
date of enactment of this section, the Commission shall, by
rule, direct the national securities exchanges and national
securities associations to prohibit the listing of any security
of an issuer that is not in compliance with the requirements of
any portion of paragraph (2). Such rules shall provide for
appropriate procedures for an issuer to have an opportunity to
cure any defects that would be the basis for such a prohibition
before the imposition of such prohibition.
''(2) Recoupment of unearned compensation.--An issuer's
board of directors or a committee thereof shall develop and
disclose a policy for reviewing unearned bonus payments,
incentive payments, or equity payments that were awarded to
executive officers owing to fraud, financial results that
require restatement, or some other cause. The policy should
require recovery or cancellation of any unearned payments to
the extent that it is feasible and practical to do so.
''(3) Exception.--This provision shall not apply to any
issuer who is subject to a similar recoupment requirement under
another provision of Federal law.
''(d) Severance Agreements Tied to Performance.--
''(1) Commission rules.--Not later than 270 days after the
date of enactment of this section, the Commission shall, by
rule, direct the national securities exchanges and national
securities associations to prohibit the listing of any security
of an issuer that is not in compliance with the requirements of
any portion of paragraph (2). Such rules shall provide for
appropriate procedures for an issuer to have an opportunity to
cure any defects that would be the basis for such a prohibition
before the imposition of such prohibition.
''(2) Severance agreements tied to performance.--An
issuer's board of directors or a committee thereof shall not
enter into agreements providing for severance payments to a
senior executive officer who is terminated because of poor
performance as an executive, as determined by the board of
directors. To the extent that an issuer is able to terminate a
senior executive officer for cause, poor performance by the
executive, as determined by the board of directors, shall be
considered as one such cause. The rule shall be implemented
with due regard for contracts in existence on the date of
enactment of this section.
''(e) Improved Disclosure of Compensation Targets.--Not later than
1 year after the date of enactment of this section, the Commission
shall, by rule, require additional disclosure of specific performance
targets that are used by issuers to determine a senior executive
officer's eligibility for bonuses, equity and incentive compensation.
The Commission shall consider methods to improve disclosure in
situations when it is claimed that disclosure would result in
competitive harm to the issuer, including, requirements that the issuer
describe its past experience with similar target levels, disclose any
inconsistencies between compensation targets and targets set in other
contexts, submit a request for confidential treatment of the
performance targets under Commission rules, or disclose the data after
disclosure would no longer be considered competitively harmful.''.
[A]: Shareholder Empowerment Act of 2009 - Amends the Securities Exchange Act of 1934 to direct the Securities and Exchange Commission (SEC) to prohibit national securities exchanges and associations from listing the securities of any issuer unless, to the extent permitted by state law, such issuer requires: (1) the election of directors who receive the majority of votes in uncontested elections or a plurality of votes in contested elections; and (2) directors who are not reelected to offer to tender their resignations.

Directs the SEC to: (1) require issuers to identify and provide security holders with an opportunity to vote on director candidates who have been nominated by holders of at least 1% of the issuer's voting securities for at least two years, provided security holders have nominated fewer than a majority of the directors then authorized to serve; (2) prohibit brokers from voting securities on an uncontested election to the board of directors without having received specific instructions from the securities' beneficial owners; and (3) requires listed issuers, to the extent possible, to have an independent chairman of their board of directors who has not served as an executive of the issuer.

Requires any proxy or consent or authorization for an annual or other meeting of a securities issuer to permit a separate shareholder vote on executive compensation, though such vote shall not be binding on its board of directors.

Directs the SEC to direct the national securities exchanges and national securities associations to prohibit: (1) issuers from retaining advisors in negotiating executive employment or compensation agreements that are not independent or are protected from liability by such issuers; (2) the listing of issuers that do not have a (clawback) policy of recovering executive payments that were unearned due to fraud, faulty financial statements, or some other cause; and (3) the listing of issuers that provide severance payments to senior executives who are terminated for poor performance.

Directs the SEC to require additional disclosure of specific performance targets issuers use in determining a senior executive's eligibility for bonuses, equity, and incentive compensation.

[Q]: SECTION 1. SHORT TITLE.

This Act may be cited as the ''Buy American Carbon Incentives
Program Act of 2009''.

SEC. 2. DEFINITIONS.

In this Act:
(1) Avoided conversion agreement.--The term ''avoided
conversion agreement'' means a permanent conservation easement
covering eligible land enrolled under a climate mitigation
contract providing that the eligible land covered will not be
converted for development. Avoided conversion agreements shall
be consistent with the guidelines of the Farm and Ranchland
Protection Program, Forest Legacy Program, or any other program
approved by the Secretary for use under this section to provide
consistency with Federal legal requirements for permanent
conservation easements.
(2) Climate mitigation contract.--The term ''climate
mitigation contract'' or ''contract'' means a contract of not
less than 15 years specifying the eligible practices that will
be undertaken, the acreage of eligible land upon which the
practices will be undertaken, the agreed rate of compensation
per acre, and a schedule to verify that the terms of the
contract have been fulfilled.
(3) Eligible lands.--The term ''eligible lands'' means
agricultural and forestland in the United States that is
privately owned at the time of initiation of a climate
mitigation contract.
(4) Eligible practice.--The term ''eligible practice''
means an agricultural practice or forestry practice determined
by the Secretary to provide measurable increases in carbon
sequestration and storage on eligible lands beyond customary
practices on comparable lands.
(5) Program.--The term ''program'' means the carbon
incentives program required by this Act.
(6) Secretary.--The term ''Secretary'' means the Secretary
of Agriculture.

SEC. 3. SUPPLEMENTAL GREENHOUSE GAS EMISSIONS REDUCTIONS IN THE UNITED
STATES.

(a) Establishment and Purpose.--The Secretary of Agriculture shall
establish a carbon incentives program to achieve supplemental
greenhouse gas emissions reductions on private agricultural and
forestland of the United States.
(b) Financial Incentive Payments.--The Secretary shall provide
financial incentive payments under the program for activities that--
(1) measurably increase carbon sequestration and storage
over a designated contract period through management activities
on eligible lands; and
(2) maintain carbon sequestration and storage and avoid
future emissions through permanent avoided conversion
agreements on eligible lands.

SEC. 4. PROGRAM REQUIREMENTS.

(a) Contract Required.--To participate in the program, owners of
eligible lands shall enter into a climate mitigation contract with the
Secretary.
(b) Program Components.--In establishing the program, the Secretary
shall further provide that--
(1) funds distributed under this section shall not be
substituted for, or otherwise used as a basis for reducing,
funding authorized or appropriated under other programs to
compensate owners of eligible lands for activities that are not
covered under a climate mitigation contract;
(2) emissions reductions achieved through a climate
mitigation contract shall not be eligible for crediting under
any federally established offset program; and
(3) compensation for activities under this program shall be
set at such a rate so as not to exceed the net estimated
benefit an owner of eligible land would receive for the same
practices through crediting under any federally established
carbon offset program.

SEC. 5. INCENTIVE PAYMENTS.

(a) Regulations.--Not later than 180 days after the date of the
enactment of this Act, the Secretary shall establish regulations
specifying eligible practices and related compensation rates,
standards, and guidelines as the basis for developing climate
mitigation contracts with owners of eligible lands.
(b) Set-Aside of Funds for Certain Purposes.--Not less than 35
percent of program funds shall be used to provide further incentives
for owners of eligible lands willing to undertake activities and enter
into agreements that protect carbon reductions and otherwise enhance
environmental benefits achieved under a climate mitigation contract,
which shall include--
(1) 10 percent to provide incentive payments for additional
management activities that increase the adaptive capacity of
lands under a climate mitigation contract, including but not
limited to activities that increase forest resilience to
reversal of stored carbon; and
(2) 25 percent to make funds available on a competitive
basis to compensate owners for entering avoided conversion
agreements on lands subject to a climate mitigation contract.

SEC. 6. PERFORMANCE OF SUPPLEMENTAL REDUCTIONS.

In carrying out the program, the Secretary shall strive to achieve
and report on progress toward reaching the following levels of carbon
sequestration and storage through climate mitigation contracts:
(1) 100,000,000 tons of cumulative reductions by 2020.
(2) 200,000,000 tons of additional cumulative reductions by
2030.

SEC. 7. PROGRAM MEASUREMENT, MONITORING, VERIFICATION, AND REPORTING.

(a) Measurement, Monitoring, and Verification.--The Secretary shall
establish and implement protocols that provide reasonable monitoring
and verification of compliance with climate mitigation contracts, to
include field sampling of actual performance to develop annual
estimates of emissions reductions achieved under the program. Eligible
practices and compensation rates may be adjusted for future climate
mitigation contracts based on results of these measures.
(b) Reporting Requirement.--At least once every 18 months, the
Secretary shall submit to Congress a report containing--
(1) an estimate of annual and cumulative reductions
generated through the program, determined using standardized
measures including economic efficiency; and
(2) a summary of any changes to the program that will be
made as a result of program measurement, monitoring, and
verification.
(c) Availability of Report.--Each report required by subsection (b)
shall be available to the public through the official website of the
Department of Agriculture.

SEC. 8. AUTHORIZATION OF APPROPRIATIONS.

There are authorized to be appropriated such sums as shall be
necessary to carry out the purposes of this section.
[A]:
Buy American Carbon Incentives Program Act of 2009 - Directs the Secretary of Agriculture to: (1) establish a carbon incentives program to achieve supplemental greenhouse gas emissions reductions on private agricultural and forestland; (2) provide financial incentive payments for activities that increase carbon sequestration and storage over a designated contract period, and maintain carbon sequestration and storage and avoid future emissions through permanent avoided conversion agreements; and (3) establish monitoring and compliance protocols.

Requires participating owners to enter into a climate mitigation contract with the Secretary.

Obligates specified funds for further incentives for activities and agreements that protect carbon reductions and otherwise enhance environmental benefits achieved under a climate mitigation contract.