BeiGene Clause Samples

BeiGene. BeiGene hereby further agrees to indemnify and hold harmless the Mirati Indemnitees from and against any and all Losses to which any Mirati Indemnitee may become subject as a result of the breach by any Sublicensee of any of the relevant terms of this Agreement.

BeiGene. BeiGene may subcontract to Affiliates or Third Parties the performance of BeiGene’s tasks and obligations under this Agreement, including under the Development Plans, as BeiGene deems appropriate, which subcontract may include a sublicense of the license granted to BeiGene as necessary for the performance of the subcontract; provided, that BeiGene shall remain responsible for the performance of this Agreement and shall cause any such subcontractor to comply with all applicable terms and conditions of this Agreement.

BeiGene. Notwithstanding the limitations in Section 14.4.1, but subject to the remaining provisions of this Section 14.4.3 and further subject to the provisions of Sections 3.3.5 and 3.4.5, BeiGene may assign or transfer this Agreement, or any rights or obligations hereunder in whole or in part, to (a) one or more Affiliates (provided, however, that a Party assigning to an Affiliate will remain fully and unconditionally liable and responsible to the non-assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate); or (b) its successor in connection with the merger, consolidation, or sale of all or substantially all of its assets. In the event of an assignment or transfer pursuant to the foregoing clause (b), Celgene will have the right, in its sole discretion, by written notice delivered to BeiGene (or its successor) at any time following such assignment or transfer to (i) no longer provide to BeiGene and its successor any information or reports relating to activities contemplated by this Agreement, other than the reports as required by ARTICLE 8; (ii) require BeiGene and its successor to adopt reasonable procedures to be approved by Celgene in writing to prevent disclosure of Confidential Information of Celgene, which shall thereafter be implemented and followed by BeiGene (and its successor); and (iii) require that BeiGene and its successor transition one or more of the Basket Programs to Celgene as and to the extent requested by Celgene, in which case BeiGene and its successor will effectuate such transition and provide to Celgene all reasonably requested assistance in connection with such transition).

BeiGene. BeiGene shall have the sole right and option to Prosecute the BeiGene Patents and BeiGene Collaboration Patents.

BeiGene. If a Party becomes aware of any actual or potential claim that the Development, Manufacture or Commercialization of a Licensed Compound, Licensed Product or Licensed Diagnostic Product by or on behalf of BeiGene (or any of its Affiliates or licensees, but excluding, for clarity, Celgene and its Affiliates) either (a) in the BeiGene Territory or (b) in the Heme Field, pursuant to this Agreement infringes the intellectual property rights of any Third Party, such Party will promptly notify the other Party. In any such instance, the Parties will as soon as practicable thereafter meet to discuss in good faith regarding the best response to such notice; provided that, subject to the provisions of this Section 9.7.2, BeiGene will have the final decision-making authority in connection therewith. Except as set forth in Section 12.1, and subject to the rights and licenses granted to Celgene hereunder (including Sections 3.3.5 and 3.4.5(b)), BeiGene will have the sole right (but not the obligation), at its cost, to defend and dispose (including through settlement or license) such claim; provided that (i) BeiGene will discuss in good faith and coordinate with Celgene in connection therewith and BeiGene will consider in good faith and reasonably address Celgene’s input and comments with respect thereto and (ii) BeiGene will not, without the consent of Celgene, enter into any such settlement, consent judgment or other disposition of any action or proceeding that would (A) impose any liability or obligation on Celgene, (B) include the grant of any license, covenant or other rights to any Third Party that would conflict with or reduce the scope of the subject matter included under the rights and licenses granted to Celgene under this Agreement, or (C) otherwise adversely affect the licenses or other rights granted to Celgene hereunder in any respect.

BeiGene. As between the Parties, except with respect to Joint Patents and Joint Know-How as set forth in Section 9.1.4, BeiGene will retain all right, title and interest in and to all BeiGene Patents and BeiGene Know-How (including any Inventions discovered, invented, made, conceived or reduced to practice by or on behalf of a BeiGene or its Affiliates, whether solely or jointly with any Third Party as of the Effective Date or during the Terms of this * Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. Agreement (a “BeiGene Invention”)), except to the extent that any such rights are licensed or granted to Celgene under this Agreement.