By Incyte Sample Clauses
The "By Incyte" clause designates actions, rights, or obligations that are specifically to be performed or exercised by the party named Incyte within an agreement. In practice, this clause clarifies which responsibilities or decisions are reserved exclusively for Incyte, such as making certain approvals, providing resources, or executing specific tasks. Its core function is to ensure clear allocation of duties and authority, thereby preventing confusion or disputes over which party is responsible for particular aspects of the contract.
By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Calithera and its Affiliates and their respective directors, officers, employees and agents (the “Calithera Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent relating to (i) any breach by Incyte of any of its representations, warranties or covenants in this Agreement, (ii) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (iii) the Development, manufacture or Commercialization by or on behalf of Incyte, its Affiliates or sublicensees of any Licensed Compound or Licensed Product; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2.
(b) In the event of any such claim against the Calithera Indemnified Parties by any Third Party, Calithera shall promptly, and in any event within ten (10) Business Days, notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Calithera within twenty (20) Business Days after receipt of notice from Incyte of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration, but shall not have the right to otherwise settle the claim without Calithera’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed) with counsel selected by Incyte and reasonably acceptable to Calithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte. The Calithera Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Calithera Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Indemnified Party to ...
By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless the Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to or alleging any facts that would constitute a breach by Incyte of any of its representations, warranties or obligations pursuant to this Amendment No. 4.
(b) Sections 10.2(b) and (c) of the Original Agreement shall apply mutatis mutandis to this Amendment No. 4 as if set forth herein in full.
By Incyte. Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Merus and its Affiliates and sublicensees and their respective directors, officers, employees, subcontractors (including contract research organizations and contract manufacturers), and agents (the “Merus Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim against such Merus Indemnified Parties relating to (i) any breach by Incyte of any of its representations, warranties, or obligations pursuant to this Agreement; (ii) the gross negligence or willful misconduct of Incyte; (iii) the breach of Incyte’s obligations under the [**] Discovery Plan, any Novel Discovery Plans, or Research Plans; and (iv) Incyte’s, its Affiliates’ or sublicensees’ Development, manufacture or Commercialization of (A) Program 1 Antibody and Program 1 Product for the Incyte Territory or (B) Program 2 Antibody, Program 2 Product, [**] Antibodies, [**] Products, Novel Program Antibodies and Novel Program Products worldwide; provided that Incyte shall not defend, indemnify nor hold harmless Merus Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of
By Incyte. Subject to the terms of this Agreement, with respect to Gene Products selected for a Therapeutic Protein license by Lexicon in accordance with Section 2.10, Incyte hereby grants to Lexicon and its Affiliates, within the Territory, (i) a non-exclusive license, with the right to sublicense under Incyte Know-How with respect to Licensed Gene Products to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field and (ii) an exclusive license, with the right to sublicense, under the Incyte Patent Rights and Incyte's interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products (including any Therapeutic Protein that incorporates or is derived from any such Licensed Gene Product) to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Therapeutic Proteins in the Commercialization Field. Any sublicense under this Section 4.2.1 shall be set forth in a written agreement containing confidentiality, non-use, ownership of intellectual property and audit provisions consistent with and no less restrictive than those contained herein, shall be subject and subordinate to the terms and conditions of this Agreement, and shall obligate the sublicensee to make the milestone and royalty payments required hereunder; provided that Lexicon shall remain responsible for all payments due to Incyte hereunder. Lexicon shall provide Incyte with a copy of each sublicense agreement promptly after executing the same; provided, however, that subject to the exceptions set forth in Section 1.6, each such sublicense agreement shall be Confidential Information of Lexicon.
By Incyte. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Incyte shall deliver or cause to be delivered to Prelude:
(i) the Closing Cash Consideration by wire transfer of immediately available funds;
(ii) counterparts of each Transaction Document to which Incyte is a party, in each case, duly executed by I▇▇▇▇▇; and
By Incyte. Subject to the provisions of Section 5.3, in the event of termination of this Agreement by Incyte for breach by ELITRA pursuant to Section 5.1, then the licenses granted by Incyte to ELITRA hereunder shall terminate and all right, title and interest to the Microbial Information, the LifeTools-TM- Product, the Common Code, the Patent Search Module, the Microbial Dataflow Software and the Linux Farm Technology, shall revert to Incyte, and it shall be ELITRA's obligation, at its expense, to discontinue use of the Microbial Information, the LifeTools-TM- Product, the Common Code, the Patent Search Module, the Microbial Dataflow Software and the Linux Farm Technology, and remove the Microbial Information, the LifeTools-TM- Product, the Common Code, the Patent Search Module, the Microbial Dataflow Software and the Linux Farm Technology, from each designated CPU, and promptly return any copies thereof to Incyte, or upon Incyte's written instruction, destroy all portions and copies of the Microbial Information, the LifeTools-TM- Product, the Common Code, the Patent Search Module, the Microbial Dataflow Software and the Linux Farm Technology, and thereafter relinquish its rights to the Microbial Information, the LifeTools-TM- Product, the Common Code, the Patent Search Module, the Microbial Dataflow Software and the Linux Farm Technology, including any rights to use, copy, modify, adapt or create derivative works with respect to same.
By Incyte. Subject to the terms of this Agreement, during the Collaboration Term, Incyte hereby grants to Lexicon and its Affiliates, within the Territory, a non-exclusive right and license (without any right to sublicense) under the Incyte Patent Rights and Incyte Know-How with respect to Research Program Gene
By Incyte. Subject to the terms of this Agreement, Incyte hereby grants to Lexicon and its Affiliates, within the Territory, a non-exclusive license, with the limited right to sublicense subject to the conditions of Section 4.3.3, under the Incyte Patent Rights, Incyte Know-How and Incyte's interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products (including any Diagnostic Product that incorporates or is derived from any such Licensed Gene Product) to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Diagnostic Products and Drug Products in the Commercialization Field.
By Incyte. Incyte shall indemnify, defend, hold harmless and reimburse Prelude, its Affiliates, and their respective directors, officers, agents, employees, successors and assigns (each, a “Prelude Indemnified Party”) for, from and against any and all claims, obligations and other Losses asserted by a Third Party arising out of, relating to, or occurring as a result of or in connection with: (a) any breach by Incyte of any of its representations, warranties, or obligations pursuant to this Agreement; or (b) the gross negligence or willful misconduct of Incyte; provided that Incyte shall not indemnify, defend nor hold harmless Prelude Indemnified Parties from and against any claims, obligations and other Losses arising out of, relating to, or occurring as a result of or in connection with any claim to the extent that Prelude is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 9.2.
By Incyte. Subject to Section 9.1(b), Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Agenus and its Affiliates, and their respective directors, officers, employees and agents (the “Agenus Indemnified Parties”) from and against any losses, costs, damages, fees or expenses (“Losses”) arising out of any Third Party claim to the extent relating to (i) any breach by Incyte of any of its representations, warranties or obligations pursuant to this Agreement; (ii) the negligence or willful misconduct of Incyte; and (iii) except as otherwise provided in Section 9.3, the Development, Manufacture, Commercialization, use, sale or other disposition by Incyte or Incyte Related Parties of any Licensed Antibody or Product.