By Everest. Everest shall indemnify, defend and hold harmless Great White, its Affiliates and their respective shareholders, members, partners, directors, managers, officers, employees and agents from and against any Losses arising out of or resulting from Great White providing the Services, except for Losses arising out of or resulting from the gross negligence or willful misconduct of Great White, its Affiliates or their respective shareholders, members, partners, directors, managers, officers, employees or agents.
By Everest. Upon the written request of Xxxxxxx, and not more than once in each calendar year (except in the event that Everest has reasonable cause), Immunomedics shall permit an independent certified public accounting firm selected by Everest and reasonably acceptable to Immunomedics, to have access to and to review, during normal business hours and upon no less than ten (10) Business Days prior written notice, the applicable records of Immunomedics and its Affiliates to verify the accuracy and timeliness of the reports and payments made by Immunomedics under this Agreement. Such review may cover the records for sales made in any calendar year ending not more than three (3) years prior to the date of such request. The accounting firm shall disclose to Everest only whether the quarterly reports provided by Immunomedics to Everest are correct or incorrect and the specific details concerning any discrepancies. If such accounting firm concludes that any payments were late or additional amounts were owed during such period, Immunomedics shall pay the late payments and/or additional amounts, with interest from the date originally due, within thirty (30) calendar days after the date Everest delivers to Immunomedics a notice referencing the accounting firm’s written report and requesting such payment. If the amount of the underpayment is greater than of the total amount actually owed for the period audited, then Immunomedics shall reimburse Everest for all costs related to such audit; otherwise, Everest shall pay all costs of the audit. In the event of overpayment, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding calendar quarter(s); provided, however, that in no event shall Everest be required to reimburse Immunomedics for any such overpaid amounts out-of-pocket. Everest shall (a) treat all information it receives under this Section 6.10.1 as the Confidential Information of Immunomedics and (b) cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Immunomedics obligating such firm to retain all such information in confidence pursuant to such confidentiality agreement.
By Everest. In addition to any other remedy available to Immunomedics, Everest shall indemnify, defend and hold harmless Immunomedics, its Affiliates and its and their respective directors, officers, employees and agents (the “Immunomedics Indemnitees”) from and against any and all liabilities, claims, demands, causes of action, damages, judgments, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred by any of them in connection with, arising from or occurring as a result of any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) in connection with, arising from or occurring as a result of
By Everest. Everest shall defend, indemnify, and hold Guidant harmless from and Everest shall defend or settle, any claim, proceeding or suit ("Claim") against Guidant or its customers, to the extent arising out of a breach of any warranty set forth in paragraph 2(a), excluding misrepresentation of the product's labeling by a Guidant employee or agent, provided that such obligation shall not extend to Claims related to use of the Product to the extent that the claim is due to the fact that the Product is incorporated into another product. Everest shall have sole control of any action or settlement and shall pay any final judgment entered against Guidant or its customers on such issue in any Claim. At Everest's request, Guidant shall provide Everest with assistance (subject to Everest's reimbursement of Guidant's reasonable expenses in providing such assistance) to defend or settle such Claim.
By Everest. Everest shall promptly provide to Xxxxx all Data resulting from the Exploitation of the Products in the Territory that are Controlled by Everest and reasonably necessary or useful for global Exploitation of the Products. Xxxxx and its Affiliates and licensees will have the exclusive right to receive and use such Data for Exploitation of the Products outside the Territory.
By Everest. Everest hereby grants to Xxxxx the right of reference to all Regulatory Filings pertaining to the Product in the Field submitted by or on behalf of Everest or its Affiliates or Sublicensees (and all Data contained or referenced therein), with the right to grant further rights of reference to Xxxxx’x licensees with respect to Products. Xxxxx and its Affiliates (and any licensee to whom it may grant a further right of reference) may use the right of reference to Everest’s Regulatory Filings in the Field solely for the purpose of seeking, obtaining and maintaining the Marketing Approval of the Products outside the Territory.
By Everest. Xxxxxxx agrees to defend Xxxxx, its Affiliates and their respective directors, officers, employees and agents (the “Xxxxx Indemnified Parties”) at Everest’s cost and expense, and will indemnify and hold Xxxxx and the other Xxxxx Indemnified Parties harmless from and against any Losses to the extent resulting from any Third Party claim (including product liability claims) arising out of or otherwise relating to (a) the negligence or willful misconduct of Everest, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement, (b) the material breach of this Agreement or any of the representations, warranties or covenants made hereunder by Everest, or (c) the Exploitation of any Product by or on behalf of Everest, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 11.1.1 (By Xxxxx). In the event of any such claim against the Xxxxx Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Xxxxx promptly notifying Everest in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of Everest except to the extent Everest is actually prejudiced thereby), (y) Xxxxx granting Everest shall sole management and control, at Everest’s sole expense, the defense of the claim and its settlement (provided, however, that Everest shall not settle any such claim without the prior written consent of Xxxxx if such settlement does not include a complete release from liability or if such settlement would involve Xxxxx undertaking an obligation (including the payment of money by an Xxxxx Indemnified Party), would bind or impair an Xxxxx Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Xxxxx or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the Xxxxx Indemnified Parties reasonably cooperating with Everest (at Everest’s expense). The Xxxxx Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.
By Everest. Everest shall indemnify, defend and hold harmless Permian, its Affiliates and their respective shareholders, members, partners, directors, managers, officers, employees and agents from and against any Losses arising out of or resulting from Permian providing the Services, except for Losses arising out of or resulting from the gross negligence or willful misconduct of Permian.
