By Bayer Clause Samples
The "By Bayer" clause designates actions, obligations, or rights that are specifically assigned to Bayer, the company, within a contract or agreement. In practice, this clause clarifies which responsibilities—such as providing materials, making payments, or performing certain services—are to be carried out by Bayer rather than another party. Its core function is to ensure clarity regarding the division of duties and to prevent misunderstandings about which party is responsible for specific contractual elements.
By Bayer. Bayer represents, warrants and covenants to Licensee that:
9.3.1 to Bayer’s knowledge, as of the Effective Date, it has the authority and right to grant the licenses and rights set forth in Section 2.1 of this Agreement under the Bayer Intellectual Property (including, without limitation, any Third Party Patents or Know-How contained therein);
9.3.2 as of the Effective Date, Bayer has not granted any license under the Bayer Intellectual Property to any Third Party, nor is Bayer currently under any obligation to grant (whether or not contingent on any future event or state of affairs) any such license to any Third Party, except under the CRADA, the EPITRON Contract, and the Patent License Agreement;
9.3.3 as of the Effective Date, Bayer has not encumbered, with liens, mortgages, security interests or otherwise, the Bayer Intellectual Property, and any future encumbrance by Bayer will be subject to the licenses and rights granted to Licensee under Section 2.1 of this Agreement;
9.3.4 as of the Effective Date, Bayer has not received: (1) any written notices of infringement or misappropriation of any alleged intellectual property rights asserted by any Third Party in relation to the Bayer Intellectual Property; or (2) any written notice from any Governmental Authority that the claims set forth in any issued Bayer Patents are invalid; in each case, which would materially adversely affect its or Licensee’s ability to carry out either of their respective responsibilities, or the rights or licenses granted to Licensee, under Section 2.1 of this Agreement;
9.3.5 to Bayer’s knowledge, as of the Effective Date, none of the claims contained in any issued Bayer Patents are invalid or unenforceable;
9.3.6 as of the Effective Date, Bayer has no knowledge of any Patents (other than the Existing Bayer Patents) that would be infringed by the Development, Manufacture or Commercialization of the Product in the Territory for use in the Field, ***;
9.3.7 as of the Effective Date, the Existing Bayer Patents listed under Schedule 4a are owned or Controlled by Bayer;
9.3.8 to Bayer’s knowledge, as of the Effective Date, the Existing Bayer Patents listed under Schedule 4b are Controlled by Bayer;
9.3.9 as of the Effective Date, Bayer has no knowledge of any Third Party whose current or past activities or products infringe or misappropriate the Bayer Intellectual Property; ***;
9.3.10 to Bayer’s knowledge, as of the Effective Date, there have been no oppositions, interferences, reex...
By Bayer. If Aegerion elects not to settle, defend or bring any action for infringement described in Section 6.3(a) and so notifies Bayer, then, if and only if such infringement would give rise to royalties payable to Bayer hereunder had Aegerion conducted the alleged infringing activities, Bayer may defend or bring such action at its own expense, in its own name and entirely under its own direction and control, subject to the following: Aegerion shall reasonably assist Bayer in any action or proceeding being defended or prosecuted if so requested, and shall join such action or proceeding if requested by Bayer or required by applicable law. Aegerion shall have the right to participate in any such action or proceeding with its own counsel at its own expense and without reimbursement. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a Bayer Patent Right may be entered into by Bayer without the prior written consent of Aegerion.
By Bayer. Aegerion shall not knowingly permit any of the Bayer Patent Rights to be abandoned in any country without Bayer first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of same. In the event that Aegerion decides not to continue the prosecution or maintenance of a patent application or patent within Bayer Patent Rights in any country, Aegerion shall provide Bayer with notice of this decision at least thirty (30) days prior to any pending lapse or abandonment thereof. In the event that Bayer elects to assume responsibility for such prosecution and maintenance within thirty (30) days of Aegerion’s notice, Section 6.2(a) shall thereafter apply to such patent application(s) and patent(s) except that the role of Aegerion and Bayer shall be reversed thereunder (including that Bayer shall be solely responsible for all costs arising from those activities). Such patent application(s) and patent(s) shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same way as the other Bayer Patent Rights.
By Bayer. Bayer shall indemnify, defend and hold harmless Licensee, its Affiliates and their respective directors, officers, employees, consultants, representatives and agents (each a “Licensee Indemnitee”) from and against any and all Losses resulting from Claims against a Licensee Indemnitee arising from or occurring as a result of: (i) any breach of the representations, warranties or covenants made by Bayer herein; or (ii) the negligence or willful misconduct of Bayer or its Affiliates; except, in each case, to the extent caused by the negligence or willful misconduct of Licensee, its Affiliates or Sublicensees.
By Bayer. Bayer shall defend, indemnify, and hold harmless Dimension, its Affiliates, ReGenX and the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Dimension Indemnified Party” and, collectively, the “Dimension Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Dimension Indemnified Parties from claims of such Third Parties that result from or arise out of: (i) the research, development, testing, use, manufacture, promotion, sale, or other disposition of any Licensed Technology or Licensed GT Products by Bayer, its Affiliates, any Sublicensees, their respective assignees, or vendors acting on behalf of any of the foregoing; (ii) any breach by Bayer (or its Affiliates or any Sublicensees) of its representations, warranties, or obligations of this Agreement; and (iii) Bayer’s gross negligence or intentional misconduct or that of Bayer’s Affiliates or Sublicensees; provided, however, that Bayer shall not be liable for claims based on any breach by Dimension of its representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Dimension Indemnified Parties. Without limiting the foregoing, but subject to the proviso contained in the preceding sentence, Bayer must defend, indemnify, and hold harmless the Dimension Indemnified Parties from and against any Third Party Liabilities resulting from:
(a) any product liability or other claim of any kind related to the use by a Third Party of a Licensed GT Product that was manufactured, sold, or otherwise disposed of by Bayer, its Affiliates, any Sublicensees, their respective assignees, or vendors;
(b) any claim by a Third Party that the practice of the Licensed Technology, or the design, composition, manufacture, use, sale, or other disposition of any Licensed Treatment infringes or violates any patent, copyright, trade secret, trademark, or other intellectual property right of such Third Party; and
(c) clinical trials or studies conducted by or on behalf of Bayer, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Treatment or Licensed GT Products, including any claim...
By Bayer. Bayer may issue (i) a Voluntary Public Communication and / or (ii) a Scientific Communication; provided that Bayer allows Atara to review and comment in line with Section 13.2.3 below.
By Bayer. At Avigen's written request and upon reasonable advance notice, Bayer shall use its [...*...] to make appropriate Bayer personnel available to Avigen on a consulting basis with respect to the manufacturing facility and the Processing of the Product. Bayer shall provide up to [...*...] of such consulting services at [...*...]. Avigen shall reimburse Bayer for [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
By Bayer. Bayer may submit for written, electronic or oral publication, publish or otherwise issue or display a Scientific Publication referring to the Antibody or Licensed Product; provided that Bayer gives Licensor a reasonable opportunity (but no less than forty-five (45) days) to review and comment on such Scientific Publication in advance of submission for publication, issuance or display. At the request of Licensor, Bayer shall remove any Confidential Information of Licensor from such Scientific Publication prior to submission for publication, issuance or display.
By Bayer. Bayer shall have the right to make publications relating to the Research Program, Collaboration Compounds and Products solely to the extent relating to a Collaboration Compound or Product for which Bayer retains its License hereunder and can exercise such License in accordance with Section 3.1.5, provided that Bayer shall not have the right to publish Arvinas Confidential Information relating to PROTAC Background IP or PROTAC Improvement IP without Arvinas’ prior consent, which shall not be unreasonably withheld or delayed. Once any such abstract or manuscript is accepted for publication, Bayer shall use reasonable efforts to provide Arvinas with a copy of the final version of the manuscript or abstract.