BY GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Sections 6.2(a) and 6.5(a), with respect to the development and commercialization of Products based on GDF-8, remain in effect, GI will not sell or otherwise distribute any GDF-8 Derivative Product for use in the MetaMorphix Field (only to the extent that the intended goal of such GDF-8 Derivative Product is to modulate the effects of GDF8). The preceding sentence shall not apply to any products that GI obtains from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents of another Party included within such other Party's Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the IHU Know-How, the MetaMorphix KnowHow or any Confidential Information of JHU or MetaMorphix. MetaMorphix's right to enforce this Section 6.8.2 shall not be assignable, except to its Affiliates.
BY GI. In the event that, (i) pursuant to Section 14.2 hereof, JHU terminates the licenses it granted to GI hereunder, or (ii) GI otherwise withdraws from. or ceases to be a Party to this Agreement, MetaMorphix, at its option, within thirty (30) days after the effective date of such termination or MetaMorphix's receipt of written notice that GI has ceased to be a Party to this Agreement, as applicable, may assume GI' rights and obligations under this Agreement, including, without limitation, GI's rights under the license from JHU set forth in Section 6.3, above, and GI's obligation to pay royalties and fees to JHU, at the rates and in the amounts set forth in this Agreement, or at such other rates and amounts as JHU and MetaMorphix shall agree are appropriate under the circumstances. An assignment in accordance with Section 15.8 shall not constitute a withdrawal.
BY GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Section 2.2, with respect to the Product Development and commercialization of GDF-8 Licensed Products, remain in effect, GI will not sell or otherwise distribute any GDF-8 Product or GDF-8 Derivative Product for use in the MetaMorphix Field. The preceding sentence shall not apply to any products that GI obtains, other than through the grant of rights under the 1999 Agreement, from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents included within the MetaMorphix GDF-8 Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the MetaMorphix Know-How or any Confidential Information of MetaMorphix. MetaMorphix’s right to enforce this Section 2.5.2 shall not be assignable, except to its Affiliates. This Section 2.5.2 is not intended as an amendment of Section 6.8.2 of the 1999 Agreement but, rather, confers rights and obligations in addition to those set forth in Section 6.8.2 of the 1999 Agreement.
BY GI. GI shall defend, indemnify, and hold Spyglass, its subsidiaries and Affiliates, and each of their respective employees, officers, directors, attorneys, agents, and representatives, harmless from and against any and all claims, liabilities, expenses, losses, demands, damages, fines, penalties, and causes of action of every kind and character from any cause whatsoever, made, incurred, sustained, or initiated by any Person (including any GI employee, contractor, representative or any of their respective family members), arising out of, incident to, or in connection with the performance, non-performance, or purported performance by GI of this Agreement, or breach of its terms except to the extent attributable to the negligence or willful misconduct of Spyglass.
