Biogen Idec. Subject to the terms of this Section 10.3.2, Biogen Idec shall have the sole right, but not the obligation, to take legal action to enforce and defend the Sunesis Collaboration Technology or Joint Collaboration Technology against Subject Infringements by Third Parties at its sole cost and expense, to the extent such Subject Infringement is within the field of use of Biogen Idec’s exclusive license under Section 6.2.1 or 6.3.2(b) above. If, within six (6) months following a request by Sunesis to do so, Biogen Idec fails to take such action to enforce the Sunesis Collaboration Patents or Joint Collaboration Patents with respect to a Subject Infringement, Sunesis or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action. In addition, Biogen Idec shall have the sole right, but not the obligation, to take legal action to enforce and defend any actual or potential infringement or misappropriation of the Biogen Idec Collaboration Technology.
Biogen Idec. Biogen Idec shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent resulting from: (i) the manufacture, use, sale, handling or storage of Products, Co-Funded Products or Other Biogen Idec Products by Biogen Idec or its Affiliates or Sublicensees or other designees; (ii) the breach by Biogen Idec of the representations and warranties made in this Agreement; or (iii) the negligence or intentional misconduct of Biogen Idec or any of its agents or employees or failure of Biogen Idec or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Sunesis, negligence or intentional misconduct of Sunesis or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Product) or failure of Sunesis or any of its employees or agents to comply with applicable laws or regulations.
Biogen Idec. Biogen Idec shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent resulting from: (i) the manufacture, use, sale, handling or storage of { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Products, Co-Funded Products or Other Biogen Idec Products by Biogen Idec or its Affiliates or Sublicensees or other designees; (ii) the breach by Biogen Idec of the representations and warranties made in this Agreement; or (iii) the negligence or intentional misconduct of Biogen Idec or any of its agents or employees or failure of Biogen Idec or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Sunesis, negligence or intentional misconduct of Sunesis or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Product) or failure of Sunesis or any of its employees or agents to comply with applicable laws or regulations.
Biogen Idec. With respect to any Compound that is subject to the Research Program, Biogen Idec may sublicense its rights under Section 7.2(a) only to Collaborators and Qualified Service Providers until such Compound is designated as a Development Compound or a Back-Up Compound. With respect to any Development Compounds, Back-Up Compounds and resulting Licensed Products, Biogen Idec may sublicense its rights under Section 7.2(b) to any Third Parties, provided that any such sublicense must be consistent with the terms of this Agreement, and Biogen Idec shall remain responsible for the performance of those of its obligations under this Agreement that it has sublicensed or delegated to its and its Affiliates’ Sublicensees. Biogen Idec shall ensure that any such sublicense shall include PTI’s and Harvard’s right to audit the books and records of such Sublicensees relevant to any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version payment obligations hereunder or thereunder. Biogen Idec shall deliver to PTI written notice of all such sublicenses, together with a copy of all executed sublicense agreements, no later than [***] following the granting of such sublicense. Biogen Idec may redact from any copies of sublicenses provided to PTI hereunder any terms that are not applicable to the determination of whether such sublicense is consistent with the terms of this Agreement and the Harvard License.
Biogen Idec. (a) shall use Ampyra™ Product for Named Patient Supply in the Territory until the Changeover Date.
Biogen Idec. Biogen Idec shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Biogen Idec. Biogen Idec shall indemnify, defend and hold harmless Sangamo and its Affiliates, and each of its respective directors, officers, employees and agents (collectively “Sangamo Indemnified Party”), from and against all Liabilities to the extent resulting from any claims, demands, actions or other proceedings by any Third Party arising out of (a) the breach of any representation, warranty or covenant by Biogen Idec under this Agreement; (b) the development, clinical testing, manufacture, use, handling, storage, distribution, marketing, promotion or sale of Licensed Products by Biogen Idec, its Affiliates, Sublicensees or distributors; (c) the recklessness, negligence or intentional misconduct of any Biogen Idec Indemnified Party; or (d) a claim of infringement or misappropriation of Third Party intellectual property rights based on a specific activity conducted by Sangamo at the JSC’s direction, notwithstanding Sangamo’s good faith objection to conducting such activity based on intellectual property concerns, as a result of Biogen Idec’s exercise of its final decision-making authority; except, in each case ((a), (b), (c) and (d)), to the extent caused by the negligence, recklessness or intentional misconduct of any Sangamo Indemnified Party or a breach by Sangamo of any of its representations, warranties or covenants set forth in this Agreement.
Biogen Idec. During the Research Term (and for a tail period of [***] years thereafter) and for so long as Biogen Idec develops or sells Licensed Products anywhere in the world (and for a tail period of [***] years thereafter), Biogen Idec shall, at its expense, maintain comprehensive General Liability insurance covering death and bodily injury and property damage, in a combined single limit of not less than [***], which policy shall include coverage for products liability and blanket contractual liability applicable to this Agreement. All of the insurance policies required under this Section 12.1(a) shall be underwritten by insurers having a A.M. Best’s Rating of A-VII or higher. Notwithstanding the foregoing, Biogen Idec may self-insure to the same extent that it self-insures for any of its other products.
Biogen Idec. Ltd are responsible for ensuring all the MAA patient data in the SMA REACH database is complete and of high quality. Biogen will also provide as a minimum on an annual basis summary data on all patients on nusinersen to the MAA Oversight Committee. Biogen and SMA REACH are to ensure appropriate agreements and contracts are in place to facilitate this data transfer.
Biogen Idec. Signed by Quintiles Czech Republic s.r.o., under a Power of Attorney, for and on behalf of Biogen Idec/ Podepsáno společností Quintiles Czech Republic s.r.o., na základě plné moci v zastoupení Biogen Idec: By/Podpis: Name/Jméno: Title/Funkce: Date/Datum: 7. 11. 2017 FAKULTNÍ NEMOCNICE HRADEC KRÁLOVÉ By/Podpis: Name/Jméno: xxxx. XXXx. Xxxxxxxx Xxxxxxx, CSc., dr. h. c. Title/Funkce: Director/ředitel Date/Datum: 14. 11. 2017 By/Podpis: Title/Funkce: Investigator/Zkoušející Date/Datum: 14. 11. 2017 Smluvní strana této smlouvy pouze pro účely plateb / Party to the Agreement for payment purposes only – CRO: By/Podpis: Na základě plné moci/ Under a Power of Attorney Quintiles Czech Republic, s.r.o. Name/Jméno: Title/Funkce:
