BTC. Secure will compensate User for missed Net Rewards arising from any failure of BTC.Secure to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from User’s acts or omissions, scheduled BTC.Secure or Minter Hub Network maintenance, software bugs native to the Minter Hub Network, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms and conditions of the Agreement.
BTC. BTC shall defend Auxilium and its Affiliates at BTC’s cost and expense, and will indemnify and hold Auxilium and its Affiliates and their respective directors, officers, employees, consultants, contractors, representatives, and agents harmless from and against any and all Losses incurred in connection with or arising out of any Third Party Claim directly relating to (i) material breach by BTC of any of its representations, warranties or obligations pursuant to this Agreement, (ii) gross negligence or willful misconduct of BTC in the exercise of any of its rights or the performance of any of its obligations under this Agreement, (iii) personal injury and other product liability resulting from BTC’s Development, Manufacture, or Commercialization of any Product, (iv) intellectual property infringement or related claims, including any Third Party Claim and trade secret misappropriation liability relating to the Development, Manufacture, or Commercialization of any Product, (v) any liability or other claims from the Manufacture, handling, packaging, storage, sale, or other disposition of any Product by BTC or any of its Affiliates or sublicensees, and (vi) any liability or claims arising from Product supplied by or on behalf of BTC to Auxilium that was not Manufactured in accordance with current Good Manufacturing Practices, Good Clinical Practice and Good Laboratory Practices, the specifications or all Laws and regulations except for such Losses that are indemnified pursuant to the Supply Agreement; provided that notwithstanding the foregoing, in all cases referred to in this Section 12.2, BTC shall have no liability to Auxilium for any Losses to the extent (and only to the extent) that such Losses were caused by any item for which Auxilium is required to indemnify BTC pursuant to Section 12.1.
BTC. Pfizer hereby agrees and acknowledges that Auxilium shall have the right (i) in connection with Section 5.1(c) of the BTC License Agreement, to provide BTC with copies of all market research plans and research results, clinical development results and similar items for the Product for the purposes of the “JCC” (as such term is defined in the BTC License Agreement) and (ii) in connection with Section 3.3(a) of the BTC License Agreement, to grant BTC a right of reference with respect to “Remaining Indications” to the “Regulatory Data” contained in “Regulatory Approvals” (as such terms are defined in the BTC License Agreement) for the Product in the Field in the Territory. 5.7 Recall, Withdrawal, or Market Notification of Product.
BTC. Secure has all required capacity, authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid and binding obligation of BTC.Secure enforceable against User in accordance with its terms and conditions, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and principles of equity;
BTC. BTC shall not be obligated under this Agreement to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation of any applicable domestic or foreign anti-bribery or anti-corruption Laws. Each Lending Fund will comply with all Lending Fund Laws applicable to its receipt of the Services hereunder.
BTC. Secure’s liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the portion of Service Fees actually received by BTC.Secure during the period that is one month prior to the event giving rise to the liability or damages and that demonstrably arose by virtue of the User’s particular Delegation of its particular Validation Rights to BTC.Secure.