By Biosite Sample Clauses
By Biosite. Biosite warrants and represents to Ixsys as follows:
10.2.1 It is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own its assets and carry on its business as presently conducted and to enter into and perform its obligations under the Agreement, including the Schedules hereto.
10.2.2 The execution, delivery and performance by it of the Agreement, including the Schedules attached hereto, have been duly authorized by all necessary corporate action on its part, do not require further approvals or consents of its stockholders or governing body, and will not contravene any applicable law, government rule, regulation or order binding on it, or contravene its charter, certificate of incorporation, bylaws, or other constituent documents or contravene the provisions of, or constitute a default under, violation of, or conflict with, or result in the creation of any lien upon any of its property under, any agreement or other instrument to which it is a party or by which it or any of its properties is or may be bound or affected.
10.2.3 The Agreement, including the Schedules attached hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws in effect from time to time that affect creditors' rights generally and by principles of equity.
By Biosite. During the development phase BIOSITE may terminate the agreement [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]. If BIOSITE terminates the agreement during the development phase under paragraph 10.3, then BIOSITE shall have the exclusive right to use and disclose all inventions, discoveries, improvements, information, data and other technology, whether patentable or not, (i) conceived solely by employees or others on behalf of LRE during the term of the feasibility study or the balance of the development program directly or indirectly with the use of funding, materials or information provided by BIOSITE, or (ii) conceived jointly by employees or others on [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
By Biosite. Biosite shall defend, indemnify and hold ▇▇▇▇▇▇▇ harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from all claims, demands, actions and other proceedings by any third party to the extent arising from (a) the breach of any representation, warranty or covenant of Biosite under this Agreement, or (b) the gross negligence or willful misconduct of Biosite in the performance of its obligations under this Agreement.
By Biosite. Biosite shall indemnify and hold harmless, and hereby forever releases and discharges Power3 and its Affiliates and their respective officers, directors, employees and agents, from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from all claims, demands, actions and other proceedings by any Third Party to the extent arising from (a) the breach of any representation, warranty or covenant of Biosite under this Agreement, (b) the use of the Program Antibodies by Biosite, its Affiliates or sublicensees, (other than under the Program), (c) the making, using or selling of Biosite Products (without regard to culpable conduct), or (d) the gross negligence or willful misconduct of Biosite, its Affiliates or sublicensees in the performance of its obligations, and its permitted activities, under this Agreement.