By ENTREMED Sample Clauses

By ENTREMED. ENTREMED represents and warrants as follows:
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By ENTREMED. ENTREMED will defend, indemnify and hold harmless CELGENE, its successors, AFFILIATES and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the "CELGENE 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 CELGENE 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 ENTREMED, its AFFILIATES or its SUBLICENSEES prior to the EFFECTIVE DATE.
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By ENTREMED. Subject to Section 7.1(b)(2), ENTREMED shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain the MIXED PATENT RIGHTS, at ENTREMED's sole expense, through patent counsel selected by ENTREMED and reasonably acceptable to CELGENE and CMCC. ENTREMED shall ADVISE CMCC with respect to any MIXED PATENT RIGHTS, and shall ADVISE BIOVENTURE with respect to any MIXED PATENT THALIDOMIDE CLAIMS.
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By ENTREMED. EntreMed will defend, indemnify and hold harmless Celgene, its successors, Affiliates and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the “Celgene 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 Celgene 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 Licensed Product by EntreMed, its Affiliates or its Sublicensees.
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Related to By ENTREMED

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • Indemnity by Licensee ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • Litigation; Observance of Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

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