By Celgene Sample Clauses

By Celgene. CELGENE will defend, indemnify and hold harmless ENTREMED, its successors, AFFILIATES and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the "ENTREMED Indemnified Parties") from and against any and all THIRD PARTY claims, causes of action and costs (including reasonable attorney's fees) of any nature made or lawsuits or other proceedings filed or otherwise instituted against the ENTREMED Indemnified Parties in connection with any claims, suits or judgments arising out of any theory of product liability concerning the development, testing, manufacture, sale or use of any PRODUCT by CELGENE, its AFFILIATES or its SUBLICENSEES.
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By Celgene. Celgene shall, beginning with the exercise of the first Celgene Program Option, maintain at all times thereafter during the Term, and until the later of (a) [*] or (b) [*], commercial general liability insurance from a recognized, creditworthy insurance company, with coverage limits of at least [*] per claim and annual aggregate, before Celgene conducts any Development and/or Commercialization activities with respect to any Celgene Development Compound. Celgene may elect to self-insure all or parts of the limits described above. The commercial general liability insurance shall include coverage for productscompleted operations and clinical trial activity. The minimum level of insurance set forth herein shall not be construed to create a limit on Celgene’s liability hereunder. Within ten (10) days following written request from GlobeImmune, Celgene shall furnish to GlobeImmune a certificate of insurance evidencing such coverage as of the date. In the case of a modification or cancellation of such coverage, Celgene shall notify GlobeImmune and promptly provide GlobeImmune with a new certificate of insurance evidencing that Celgene’s coverage meets the requirements of this Section 10.4.1.
By Celgene. If CELGENE assigns or licenses its rights under this Agreement to a SUBLICENSEE or an AFFILIATE, such SUBLICENSEE or AFFILIATE shall be bound by the terms and conditions of this Agreement. CELGENE shall advise ENTREMED of any such assignment or license and provide ENTREMED with a copy of any sublicense within thirty (30) days of execution of such sublicense.
By Celgene. 37 10.3 CELGENE As Guarantor..................................................................37 10.4 Binding Effect........................................................................37 SECTION 11 - FORCE MAJEURE..............................................................................38
By Celgene. If CELGENE or any of its Affiliates or Sublicensees:
By Celgene. (a) Celgene agrees, at Celgene’s cost and expense, to defend, indemnify and hold harmless Agios and its Affiliates and their respective directors, officers, employees and agents (the “Agios Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to:
By Celgene. 10.1.1 Celgene agrees, at Celgene’s cost and expense, to defend, indemnify and hold harmless Vividion and its Affiliates and their respective directors, officers, employees and agents (the “Vividion Indemnified Parties”) from and against any Damages arising out of any Claim relating to:
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By Celgene. Celgene shall have the right to terminate this Agreement, on sixty (60) days written notice to Penn, if Penn fails to deliver to Celgene such quantities of *** - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission. conforming Commercial Products as Celgene orders pursuant to clause 2.6.4 above (subject to clause 2.6.3 above) for any two (2) out of four (4) consecutive calendar quarters.
By Celgene. Celgene warrants to CMCC that it has the lawful right and authority to enter into this Agreement without the consent or approval of another person or entity.
By Celgene. Celgene shall have the sole right, but not the obligation, to apply for, prosecute, maintain, renew, extend, abandon, disclaim in whole or in part, or otherwise dispose of, including without limitation the right to prosecute, defend, settle, resolve or otherwise dispose of any interference with any third party's patent rights, including without limitation any patent rights of Celgene, whether before the United States Patent and Trademark Office ("PTO") or any United States court (all of the foregoing, to "Prosecute") any and all Analog Patents, using counsel selected by Celgene. All reasonable costs and expenses of the Prosecution of the Analog Patents (including all governmental filing fees)' shall be paid by Celgene. Celgene shall provide CMCC with copies of all substantive documents received from, or filed with, the PTO and all analogous foreign patent offices in connection with the Prosecution of the Analog Patents.
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