Allergan. Notwithstanding anything to the contrary contained herein, Buyer, on behalf of itself and its Affiliates acknowledges that neither Allergan nor any of its Affiliates (other than the Sellers) shall have any Liability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Transferred Assets.
Allergan. Allergan" means Allergan, Inc., a Delaware corporation. In all such instances in which Allergan is referenced in this Agreement, it shall also be deemed to include a reference to each member of the Allergan Group, unless it specifically provides otherwise; Allergan shall be solely responsible to AMO for ensuring that each member of the Allergan Group complies with the applicable terms of this Agreement.
Allergan its Affiliates and each of its and their successors and assigns covenants and agrees, from and after the date of this Agreement, not to challenge by way of any judicial or administrative action in any forum, the scope, validity, or legality of any exclusive regulatory period granted by the FDA or any other Regulatory Authority with respect to any Licensed Product.
Allergan financial personnel will close ALRT's books as of the Closing Date and ALRT will reimburse Allergan therefor in accordance with ALRT's administrative reimbursement procedures. ALRT financial records will be transferred to Ligand thirty (30) days after the Closing Date; subsequently, Ligand will have the responsibility for payment of additional ALRT invoices and reconciliation of the Cash Reserve accrual in accordance with this Agreement.
Allergan. Allergan agrees to defend, indemnify and hold Contractor, its officers, employees and agents harmless against any and all losses, damages, fines, costs, claims, demands, judgments and liability to, from and in favor of third parties resulting from, or relating to Allergan performance in breach of its duties, representations or warranties under this Agreement, except to the extent that any such losses, damages, fines, costs, claims, demands, judgments and liability are due to the gross negligence, willful misconduct and/or wrongful act(s) or omission(s) of Contractor, its officers, employees or agents.
Allergan. Allergan shall defend, indemnify and hold Assembly, its Affiliates and their respective directors, officers, employees and agents (the “Assembly Indemnitees”), at Allergan’s cost and expense, harmless from and against any and all Losses incurred in connection with or arising out of any:
Allergan. Except pursuant to this Agreement, during the Research Term, neither Allergan nor any of its Affiliates shall, except as otherwise permitted in Section 7.3, (a) either alone or with or for any Third Party, Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed or (ii) the same Target to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed, or (b) grant a license or sublicense to Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed or (ii) the same Target to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed.
Allergan and Inspire shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions relating to the Allergan Licensed Technology owned jointly by Allergan and Allergan in the Restasis(TM) Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Restasis(TM) Territory on any such Allergan Patents or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Allergan Patents or Invention in the Restasis(TM) Territory, or (iii) the filing of any divisional or continuing patent application based on any Allergan Patents or Invention in the Restasis(TM) Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Restasis(TM) Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Restasis(TM) Territory shall cease and the license grant under Section 8 relating to such assigned patent or patent application shall terminate.
Allergan. Allergan shall defend, indemnify and hold harmless Exicure, its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Exicure Indemnitees”), at Allergan’s cost and expense, from and against any and all Losses which are incurred in connection with or arising out of any Third Party Claims against any Exicure Indemnitees arising out of or in connection with:
Allergan for itself and its past and present parents, subsidiaries, affiliates, directors, managers, officers, shareholders, members, employees, attorneys, agents, representatives, predecessors, successors and assigns, hereby fully and forever releases and discharges Teva and its past and present parents, subsidiaries, affiliates, directors, managers, officers, shareholders, employees, attorneys, agents, representatives, predecessors, successors and assigns, from any and all Claims (i) arising from or in any way relating to (A) the Working Capital Dispute, (B) the Direct Claims specified in the November 2017 Notice, (C) the Third Party Claims for indemnification listed on Exhibit C hereto, (D) any breach or alleged 4 Case: 1:17-md-02804-DAP Doc #: 786-6 Filed: 07/24/18 6 of 13. PageID #: 18667 breach by Teva of any representation or warranty contained in the MPA, (E) any breach or alleged breach by Teva of any covenant in the MPA that was intended to be performed by Teva or its Affiliates on or prior to the Closing or (F) any breach or alleged breach by Teva prior to the date hereof of any covenant in the MPA that was intended to be performed by Teva or its Affiliates after the Closing (a "Teva Post-Closing, Pre-Settlement Covenant Breach") other than any Teva Post-Closing, Pre-Settlement Covenant Breach the material underlying facts of which are unknown to Allergan as of the date hereof, or (ii) for any Losses resulting from any potential Claims that are referenced in the Submissions (collectively, the "Allergan Released Claims"). (c) Except as provided herein, (i) Teva shall continue to have rights to indemnification under Section 12.2(a)(ii) and Section 12.2(a)(iii) of the MPA; and (ii) Allergan shall continue to have rights to indemnification under Section 12.3(a)(ii), Section 12.3(a)(iii) and Section 12.3(a)(iv) of the MPA. For the avoidance of doubt, (i) Teva shall be prohibited from asserting any of the Teva Released Claims as Claims under Section 12.2(a)(iii) of the MPA, (ii) Allergan shall be prohibited from asserting any of the Allergan Released Claims as Claims under Section 12.3(a)(iii) or Section 12.3(a)(iv) of the MPA and (iii) the rights and obligations of the Parties under Section 9.1 of the MPA shall remain in effect. (d) The Parties acknowledge that the releases in this Agreement may include a release of claims, counterclaims, demands, damages, debts, liabilities, attorneys' fees, actions, causes of action, obligations and demands whatsoever, whet...
