By CEPHALON Sample Clauses

By CEPHALON. CEPHALON will indemnify and hold CATALYTICA, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees), including liability arising out of third party claims, relating to this Agreement and either party's performance of its obligations hereunder, including without limitation claims relating to the infringement or violation of any patent or other intellectual property rights, other than that arising from i) CATALYTICA's breach of any of the covenants, warranties, and representations contained herein or ii) CATALYTICA's negligence or other willful misconduct.
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By CEPHALON. In the event that (i) Eagle or Cephalon becomes aware of a suspected infringement of any Eagle Patent Right within the scope of the license grants in Section 7.1, (ii) any such Eagle Patent Right is challenged in any action or proceeding (other than any Portions herein identified by [ * ] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. interferences, oppositions, reissue proceedings or reexaminations, which are addressed in Sections 10.1 and 10.1.1) or (iii) Eagle or Cephalon receives a Notice of Paragraph IV Patent certification as described in Section 10.6.3, such Party will notify the other Party promptly, and following such notification, the Parties will confer. Cephalon will have the right, but will not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense (including, at Cephalon’s sole discretion, granting a sublicense, covenant not to xxx or other right with respect to a compound or product (including a Generic Rapid Product) in the Field in the Territory). Eagle will reasonably assist Cephalon in any action or proceeding being defended or prosecuted if so requested, and will be named in or join such action or proceeding if requested by Cephalon or if Eagle so requests. If Eagle elects to be represented by legal counsel, Cephalon will bear all of Eagle’s related and reasonable legal costs and expenses if Eagle is required to be named in or joined in such action or proceeding or is joined in such action or proceeding at Cephalon’s request. Eagle may participate in any such action or proceeding at its election and expense (other than as provided in the immediately preceding sentence), whether or not Eagle is a named party to any such action or proceeding, and Cephalon will reasonably cooperate with Eagle in such participation (including providing copies of filings and other submissions before their filing or submission for Eagle’s review and comment). No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Eagle Patent Right may be entered into by Cephalon without the prior written consent of Eag...
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By CEPHALON. Cephalon hereby grants to Alkermes a royalty-free semi-exclusive license (exclusive except as to the rights retained by Cephalon and its Affiliates to perform their obligations and exercise their rights under this Agreement and the Supply Agreement), with the right to sublicense, under the Cephalon Patents, the Cephalon Know-How and Cephalon's right, title and interest in the Joint Patents and Joint Know-How to make, have made, use, offer for sale and import (but not to sell) the Products in the Field in the Territory. Alkermes shall notify Cephalon if it has granted a sublicense of the rights it has been licensed pursuant to this Section 6.1.2.
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By CEPHALON. CEPHALON will indemnify and hold XXXXXX, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of third party claims relating to this Agreement, other than that arising from i) XXXXXX'x breach of any of the warranties and representations contained in Article X hereof or ii) XXXXXX'x negligence or other willful misconduct.
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