By Chiron Sample Clauses

By Chiron. Chiron hereby represents and warrants to Gen-Probe that Chiron has not granted any license in the United States or Japan (except as Chiron has advised Gen-Probe in writing) or other rights or interests in or under the Chiron HCV Patent Rights to any Person for use in the Blood Screening Field.
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By Chiron. Chiron shall indemnify and hold Gen-Probe harmless from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from any claims, demands, actions or other proceedings by any Third Party arising from (a) the breach of any representation, warranty or covenant by Chiron under this Agreement, (b) the failure of Chiron or its subcontractor to manufacture a Products in conformity with the specifications therefor, in the event Chiron has assumed responsibility for the manufacture of such Product, (c) the negligence or willful misconduct of Chiron in performing its obligations under this Agreement; or (d) except to the extent Section 10.1.1 applies, the manufacture, sale, or use of any instrument or assay (including any Nonexclusive Future Clinical Diagnostic Assay) sold by or on behalf of Chiron, or its Affiliates, or distributors; except in each case to the extent arising from the negligence or willful misconduct of Gen-Probe.
By Chiron. (a) effective upon written notice to BMPI, that Chiron is in receipt of notice from a third party that the manufacture or supply of Product infringes a patent or other intellectual property right of such party, unless BMPI obtains the consent of such party for Chiron to continue to manufacture and supply Product, whether such consent is by license or other written agreement, within ninety (90) days of the written notice from Chiron of the alleged infringement,
By Chiron. Subject to the terms and conditions of this Agreement, Chiron hereby grants RPI an option to obtain a non-exclusive worldwide royalty bearing license, with the right to sublicense, under Chiron Proprietary Technology relating to a Target to develop, make and have made (subject to Section 8.2), use and sell Ribozyme Products directed against such Target which are developed or commercialized by RPI pursuant to Section 3.9. Such license shall bear a commercially reasonable royalty and shall be subject to other commercially reasonable terms to be negotiated by the parties in good faith.
By Chiron. In the event that Chiron, the Company or any other Affiliate of Chiron receives a proposal relating to any such transaction, Chiron shall promptly notify the Purchaser of such proposal.
By Chiron. Chiron shall prepare all records required by all applicable laws and regulations to be prepared and maintained by it relating to the distribution, sale and marketing of Finished Products in the Territory, and shall prepare all records reasonably necessary to support and shall verify its compliance with Specifications for Finished Product packaging. Chiron shall maintain all such records for a period of not less than five (5) years from the respective dates they were created or such longer period as may be required under Applicable Laws. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION

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