By CEPHALON Sample Clauses

By CEPHALON. CEPHALON will indemnify and hold CATALYTICA, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees), including liability arising out of third party claims, relating to this Agreement and either party's performance of its obligations hereunder, including without limitation claims relating to the infringement or violation of any patent or other intellectual property rights, other than that arising from i) CATALYTICA's breach of any of the covenants, warranties, and representations contained herein or ii) CATALYTICA's negligence or other willful misconduct.
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By CEPHALON. Cephalon hereby grants to Alkermes a royalty-free semi-exclusive license (exclusive except as to the rights retained by Cephalon and its Affiliates to perform their obligations and exercise their rights under this Agreement and the Supply Agreement), with the right to sublicense, under the Cephalon Patents, the Cephalon Know-How and Cephalon’s right, title and interest in the Joint Patents and Joint Know-How to make, have made, use, offer for sale and import (but not to sell) the Products in the Field in the Territory. Alkermes shall notify Cephalon if it has granted a sublicense of the rights it has been licensed pursuant to this Section 6.1.2.
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By CEPHALON. In the event that (i) Eagle or Cephalon becomes aware of a suspected infringement of any Eagle Patent Right within the scope of the license grants in Section 7.1, (ii) any such Eagle Patent Right is challenged in any action or proceeding (other than any Portions herein identified by [ * ] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. interferences, oppositions, reissue proceedings or reexaminations, which are addressed in Sections 10.1 and 10.1.1) or (iii) Eagle or Cephalon receives a Notice of Paragraph IV Patent certification as described in Section 10.6.3, such Party will notify the other Party promptly, and following such notification, the Parties will confer. Cephalon will have the right, but will not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense (including, at Cephalon’s sole discretion, granting a sublicense, covenant not to xxx or other right with respect to a compound or product (including a Generic Rapid Product) in the Field in the Territory). Eagle will reasonably assist Cephalon in any action or proceeding being defended or prosecuted if so requested, and will be named in or join such action or proceeding if requested by Cephalon or if Eagle so requests. If Eagle elects to be represented by legal counsel, Cephalon will bear all of Eagle’s related and reasonable legal costs and expenses if Eagle is required to be named in or joined in such action or proceeding or is joined in such action or proceeding at Cephalon’s request. Eagle may participate in any such action or proceeding at its election and expense (other than as provided in the immediately preceding sentence), whether or not Eagle is a named party to any such action or proceeding, and Cephalon will reasonably cooperate with Eagle in such participation (including providing copies of filings and other submissions before their filing or submission for Eagle’s review and comment). No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Eagle Patent Right may be entered into by Cephalon without the prior written consent of Eag...
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By CEPHALON. CEPHALON will indemnify and hold XXXXXX, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of third party claims relating to this Agreement, other than that arising from i) XXXXXX'x breach of any of the warranties and representations contained in Article X hereof or ii) XXXXXX'x negligence or other willful misconduct.
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Related to By CEPHALON

  • By Licensor Licensor represents and warrants that:

  • Commercialization Intrexon shall have the right to develop and Commercialize the Reverted Products itself or with one or more Third Parties, and shall have the right, without obligation to Fibrocell, to take any such actions in connection with such activities as Intrexon (or its designee), at its discretion, deems appropriate.

  • Commercialization Diligence Upon receipt of the Marketing Authorization for a Licensed Product in the Field in a given Region in the Territory, Lian (directly, or through its Affiliates, Sublicensees or contractors) will use Commercially Reasonable Efforts to Commercialize such Licensed Product in the Field in such Region in the Territory. Lian will have sole decision-making authority and discretion with respect to Commercializing the Licensed Product in the Field in the Territory. [***].

  • Conduct of Research Program Each Party:

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Research Program The term “Research Program” shall mean the research program to be undertaken by TSRI under the direction and control of the Principal Investigator as expressly set forth on Exhibit A hereto.

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