Of Licensee. During the Term, Licensee will use [***] to Commercialize each Licensed Product in each Indication and in each country in the Licensee Territory for which Regulatory Approval has been obtained.
Of Licensee. Licensee represents and warrants to Licensor as follows:
Of Licensee. Licensee warrants that it has the right and authority to enter into this Agreement.
Of Licensee. (a) Licensee shall not xxxxx x xxxx on the Licensee Technology to any Third Party or knowingly permit a lien to be imposed on the Licensee Technology (excluding liens that do not conflict with the rights granted Mersana hereunder). Licensee will not misappropriate any intellectual property of a Third Party in connection with developing the Licensee Technology or the performance of the Development of Licensed Products or its other obligations under this Agreement.
Of Licensee. If the Conversion Date occurs after the initial public offering of Licensee’s securities, then on the Conversion Date, subject to TSRI’s execution of a reasonable stock issuance agreement, Licensee shall issue to TSRI that number of shares of Common Stock determined by […***…] ***Confidential Treatment Requested […***…]; provided, however, that immediately after such issuance, TSRI’s and its Assignee’s(s’) collective equity ownership interest in Licensee (including the shares issued to TSRI on the Conversion Date, all shares previously issued to TSRI pursuant to Section 3.2, and all Equity Securities purchased by TSRI and/or its Assignee pursuant to Section 3.4.2) shall not exceed […***…]% of the Outstanding Shares (as defined in Section 3.2) of Licensee.
Of Licensee. For purposes of this Section 6(a), an assignment shall include a Change of Control, merger, reorganization (in bankruptcy or otherwise), assumption in bankruptcy or equity and asset sale, regardless of whether such transaction is considered an “assignment” under governing law.
Of Licensee. Licensee is responsible for all costs of ----------- defending the license of the Station to the extent any court of competent jurisdiction or any federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any license or authorization held by Licensee for the operation of the Station, advises any party to this Agreement of its intention to investigate or to issue a challenge to or a complaint concerning the activities permitted by this Agreement, or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties to this Agreement of the provision of programming by Programmer, as a result of the conduct or programming of Licensee.
Of Licensee. Except to the extent that Licensee is obligated to indemnify Read-Rite under Section 9.2(b) above or as otherwise agreed in writing by Licensee, Read-Rite assumes responsibility and shall indemnify and defend Licensee from and against all liability to third parties and expenses (including reasonable attorney's fees) resulting from claims for personal injuries or property damage, or any other claim, resulting from or arising out of the manufacture, sale or use of Magnetic Recording Heads or other products by Read-Rite; provided that Licensee notifies Read-Rite immediately of any such actual or threatened action, gives Read-Rite sole control of the defense and settlement of such action, and provides Read-Rite with reasonable assistance in defending or settling such action.
Of Licensee. During the term and any renewal or extension period herein provided for, Licensee agrees that it will, (i) not harm, misuse or bring into disrepute the name, likeness or picture of Licensor; (ii) manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (iii) not incur or create any expenses chargeable to Licensor without the prior written approval of Licensor; (iv) comply with all laws and regulations pertaining to the manufacture, sale, advertising or use of the Licensed Products and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over the Licensed Products; and, (v) use its reasonable best efforts to manufacture, distribute and sell the Licensed Products throughout the Territory.
Of Licensee. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Proprietary Rights as authorized in this Agreement, provided that prompt notice is given to Licensor of any such claim or suit, and provided further, that Licensor shall have the option to undertake and control the defense or settlement of any suit so brought.
