BMS. BMS shall be the sole owner of any inventions and information resulting from BMS’ use of the Accepted Cell Lines, including any Products, but excluding all Improvements. BMS shall have the sole responsibility, at its discretion, for patent prosecution and choice of patent counsel in relation to such BMS-owned inventions and the Products and shall pay all expenses associated therewith.
BMS. The rights of BMS under this Section 4 are an implementation of its participation rights (if and to the extent applicable) under Section 8.1.2 of the BMS License Agreement, and are neither in addition to nor in substitution of the rights of BMS under Section 8.1.2 of the BMS License Agreement.
BMS. BMS represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of BMS; (iii) the performance of BMS’s obligations under this Agreement will not conflict with its charter documents or result in a material breach of any agreements, contracts or other arrangements to which it is a party; (iv) BMS has sufficient facilities, experienced personnel and other capabilities reasonably suited to enable it to perform its obligations under this Agreement; and (v) BMS will not, during the Term of this Agreement, enter into any agreements, contracts or other arrangements that would be materially inconsistent with its obligations under this Agreement.
BMS. BMS agrees, on behalf of itself and its Affiliates, to not work independently of this Agreement for itself or any Third Party to [*] a Competitive Product [*], in each case in the Partner Territory, for a period starting on the Effective Date and ending on the date which is [*].
BMS. “BMS” means Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation. In all such instances in which BMS is referred to in this Agreement, it shall also be deemed to include a reference to each member of the BMS Group, unless it specifically provides otherwise.
BMS. BMS shall have the initial right, but not the obligation, --- to take reasonable legal action to enforce against infringements by third parties or defend any declaratory judgment action relating to any patent filed pursuant to Section 10.2.1(b)(i), at its sole cost and expense. If, within six (6) months following receipt of such notice from Pharmacopeia, BMS fails to take such action to halt a commercially significant infringement, Pharmacopeia shall, in its sole discretion, have the right, at its sole expense, to take such action. BMS shall have the right to enforce patents filed pursuant to Section 10.2.1(c), in its sole discretion, unless Pharmacopeia has acquired a license to BMS' interest in such patents pursuant to Section 9.3.
BMS. BMS agrees to indemnify, defend and hold Pharmacopeia and its --- Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Pharmacopeia Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, relating to (i) any Products developed, manufactured, used, sold or otherwise distributed by or on behalf of BMS, its Affiliates or Sublicensees or other designees (including, without limitation, product liability and patent infringement claims), (ii) BMS' performance of the Research Collaboration, (iii) the use of the Targets which are involved in the conduct of the Research Collaboration and the making or use of ligands to such Targets; and (iv) any breach by BMS of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Pharmacopeia, gross negligence or intentional misconduct of Pharmacopeia.
BMS. Notwithstanding the limitations in Section 12.4.1, BMS may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part, to [***].
BMS. The Building is designed with a DDC-type building management system (BMS) by Carrier Control Technologies to control and operate the Building Systems, including, but not limited to, the HVAC system, energy management devices, after-hours air conditioning control, other programmable building controls, condenser water supply temperature, control of typical floor packaged AC units via factory mounted DDC control panels. All DDC panels are networked to Landlord’s BMS system. Landlord shall set up a website relating to Landlord’s BMS system and shall provide Tenant with a secure passcode (or shall implement other commercially reasonable measures) so that Tenant will be able to (i) adjust the temperature settings with respect to the Premises, (ii) turn on and off the DX Units solely relating to the Premises and (iii) control Tenant’s supplemental systems and any other base Building systems located entirely within the Premises which the BMS system is designed to control (provided that Tenant agrees that not more than two (2) employees of Tenant designated in writing by Tenant to Landlord from time to time shall be entitled to access to the BMS system for purposes of monitoring the security system with respect to the Premises).
BMS. BMS shall have the right to grant sublicenses within the scope of the licenses granted to it under Section 6.1.2 to its Affiliates and to Third Parties, but any sublicense granted by BMS or any of its Affiliates or Sublicensees shall be subject to the following:
