Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.
Baxter each Baxter Subsidiary, and their respective successors and assigns; (2) all Persons who at any time are or have been shareholders, directors, officers, agents or employees of Baxter or a Baxter Subsidiary (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns; and (3) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of Baxalta or a Baxalta Subsidiary or designated to be employees of Baxalta or a Baxalta Subsidiary upon the transfer to Baxalta of the applicable Deferred Baxalta Local Business, in each such case from:
Baxter is among other pharmaceutical activities engaged in the formulation, filling, inspection, labeling and packaging of pharmaceutical products for various pharmaceutical companies including competitors of Client and Baxter;
Baxter and Xxxxx entered into a Supply Agreement dated July 15, 2008 such Supply Agreement is contained herein as Exhibit E, whereby Baxter has agreed to supply Tisseel™ VHSD fibrin sealant Kit (the “Tisseel”) to Buyer (“Original Agreement”); and
Baxter shall defend, indemnify and hold harmless Xxxxx and Teva and their successors, assigns, affiliates, directors, officers, agents and employees (collectively “Buyer”. For the purposes of this Article), from and against any and all liabilities, losses, damages and expenses (including attorney’s fees) as the result of claims, demands, costs or judgments which may be made or instituted against any of them by third parties arising out of (i) Xxxxxx’x failure to manufacture the Tisseel to FDA approved specifications, and (ii) claims that the Tisseel infringes the intellectual or other property rights of any third party. Baxter shall have the right to control the defense of any action that is to be indemnified by Baxter hereunder, including the right to select counsel reasonably acceptable to Buyer to defend Buyer, and to settle any claim. Baxter will not enter into any settlement that would admit any fault of Xxxxx without the prior written consent of Xxxxx. The provisions of this Article 8(b) shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and Buyer’s obligation hereunder shall apply whether or not such claims are rightfully brought.
Baxter shall provide Nexell with written notice within three (3) business days of the occurrence of any of the following:
Baxter. Retained Employees and any Former Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, (b) Baxalta Employees who do not at any time become Transferred Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, and (c) other Baxalta Employees (and their covered dependents), with respect to qualifying events under COBRA incurred prior to or on the applicable Transfer Date. Baxalta shall assume responsibility for compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Baxalta Health and Welfare Plans with respect to any Transferred Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Baxalta Health and Welfare Plans after their respective Transfer Dates. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.
Baxter shall have the first right to respond to, defend or prosecute any actions taken to defend any alleged or threatened infringement, misappropriation or any other violation by a third party of Xxxxxx'x rights under the license granted in Section 3.1 of this Agreement. It is understood that such action may include defending against a nullity action or similar action or causes of action taken by such third party in such proceedings or actions. Nexell agrees to cooperate with Baxter and its legal counsel, join in suits or actions that may be brought by Baxter, at Xxxxxx'x request, allow itself to be named as a party, at Xxxxxx'x request, and be available at Xxxxxx'x reasonable request to be an expert witness or otherwise to assist in such proceedings. If Baxter elects to respond to, defend, prosecute or settle any such actions, challenges, infringements, misappropriations or proceedings by a third party alleging infringement, misappropriation or violation of Xxxxxx'x rights as described above then: (i) Baxter shall bear all legal fees and other costs and expenses associated with such response or defense, including those incurred by Nexell at Xxxxxx'x request; and (ii) Baxter shall keep all amounts recovered from third parties in connection with such response or defense. Furthermore, Baxter shall have the right to license such Licensed Intellectual Property in connection with any settlement of any such claim, with the prior written consent of Nexell (such consent not to be unreasonably withheld or delayed). Baxter shall have six (6) months to elect to respond to, defend or prosecute any such allegations of infringement, misappropriation or violation of rights. If Baxter declines to respond to, defend or prosecute any such action within such six (6) month period, then Nexell shall have the right to elect to bring any necessary action to defend or prosecute any such allegations of infringement, misappropriation or violation of rights. Notwithstanding anything to the contrary set forth in this Section 6.2, it is understood that nothing contained in this Section 6.2 shall limit, impose any additional obligation on or otherwise alter Nexell's obligation to indemnify Baxter under the Distribution and License Agreement or this Agreement.
Baxter agrees to pay, perform, discharge or otherwise satisfy, or cause to be paid, performed, discharged or otherwise satisfied the obligations under the License Agreement arising on or after the date hereof with respect to any Products sold by Baxter by transmitting any and all payments and reports directly to Licensor, with simultaneous written notice thereof to Nexell.
Baxter. (in the event that Baxter is an Affiliate of Purchaser) or Baxalta (in the event that Baxalta is an Affiliate of Purchaser) represents and warrants that such Party and the Purchaser (i) are each duly organized, validly existing and in good standing under the laws of their applicable jurisdiction of organization, (ii) have power and authority necessary to conduct their respective businesses as currently being conducted and as contemplated herein, (iii) have power and authority to make, deliver and perform its obligations under this Agreement and have taken all necessary action to authorize the execution, delivery and performance of this Agreement, (iv) have duly executed and delivered this Agreement and each applicable Joinder Agreement or other written agreement with respect hereto, and such Agreement (including the applicable Joinder Agreement or other written agreement) constitutes the legal, valid and binding obligation of them and is enforceable in accordance with its terms and does not require the consent of, authorization of, filing with or other act by or in respect of, any Governmental Authority or any other Person in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Joinder Agreement or other written agreement with respect hereto.
