By Infinity Sample Clauses
The "By Infinity" clause establishes that certain rights, obligations, or terms within an agreement will continue indefinitely, without a predetermined end date. In practice, this might apply to confidentiality obligations, intellectual property rights, or non-compete restrictions that are intended to last beyond the termination of the contract. The core function of this clause is to ensure that specific provisions remain enforceable for as long as necessary, thereby protecting the interests of the parties even after the main contractual relationship has ended.
By Infinity. Infinity agrees, at Infinity’s cost and expense, to defend, indemnify and hold harmless Novartis and its Affiliates and their respective directors, officers, employees and agents (the “Novartis Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Infinity of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the gross negligence or willful misconduct of Infinity. In the event of any such claim against the Novartis Indemnified Parties by any Third Party, Novartis shall promptly notify Infinity in writing of the claim and Infinity shall manage and control, at its sole expense, the defense of the claim and its settlement. The Novartis Indemnified Parties shall cooperate with Infinity and may, at their option and expense, be separately represented in any such action or proceeding. Infinity shall not be liable for any litigation costs or expenses incurred by the Novartis Indemnified Parties without Infinity’s prior written authorization. In addition, Infinity shall not be responsible for the indemnification or defense of any Novartis Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Indemnified Party, or the breach by Novartis of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.
By Infinity. Infinity shall have the right to grant sublicenses of the rights granted to it under Section 2.1(a), (b), (c) and (d) of this Agreement to its Affiliates or any Third Party, through multiple tiers (with respect to Section 2.1(b) and (c) only to the extent permitted under the Navy Agreement and UCSF Agreement, respectively), provided that:
(a) Intentionally Omitted;
(b) any sublicense agreement shall be in writing and shall be consistent with the relevant restrictions and limitations set forth in this Agreement;
(c) any such sublicense agreement shall provide for the termination of the sublicense upon termination of this Agreement (except as provided in Section 15.1(b)), except that any such sublicense of the rights granted under Section 2.1 to a Third Party to develop or commercialize Licensed Compounds or Products shall not terminate upon termination of this Agreement but instead shall remain in full force and effect if the sublicensee is not then in material breach of its sublicense agreement and such sublicensee provides to Intellikine within thirty (30) days after termination of this Agreement a written agreement to be bound as licensee under the terms and conditions of this Agreement as to the field and territory in which such sublicensee has been granted rights under its sublicense agreement; and
(d) Infinity shall be liable for the failure of its sublicensees to comply with the relevant obligations under this Agreement and shall, at its own cost, use Diligent Efforts to enforce compliance by its sublicensees with the terms of the sublicense agreement.
By Infinity. Infinity represents and warrants to DPI that as of the Effective Date:
a. it has the full right and authority to enter into and fully perform this Agreement;
b. neither Infinity nor any of its Affiliates is a Party to any agreement, contract, instrument, or document that would in any way prevent Infinity from performing all its obligations under this Agreement;
c. Infinity is not insolvent or unable to pay its liabilities as they become due;
d. Infinity is not a Party to any proceedings, involuntary or voluntary, under bankruptcy laws or similar legislation for the relief of debtors, nor proceedings to make an assignment for the benefit of its creditors generally, nor in proceedings for dissolution or winding-up (other than by way of voluntary winding-up or dissolution for the purposes of amalgamation or reconstruction), nor has a receiver, manager or receiver-manager been appointed in respect of any or all of its undertaking or assets;
e. Infinity is not aware of any claim asserted, pending or threatened against it or DPI alleging that the Licensed Products or the DPI Patent Rights infringe the intellectual property rights of any other Person; and
f. Infinity agrees as a continuing obligation not to use, and to cause its Affiliates not to use, any DPI Patent Rights at any time hereafter, except as permitted by the License or applicable law.
By Infinity. Infinity shall have the right to grant sublicenses of the rights granted to it under Section 2.1(a), (b), (c) and (d) of this Agreement to its Affiliates or any Third Party, through multiple tiers (with respect to Section 2.1(b) and (c) only to the extent permitted under the Navy Agreement and UCSF Agreement, respectively, and the rights under Section 2.1(d)(i) may not be further sublicensed), provided that:
(a) With respect to any sublicense (but not subcontract) of the rights granted under Section 2.1 in the United States with respect to any Shared Product, Oncology Product, or Licensed Compound or Product prior to its first Phase II Study, Infinity obtains Intellikine’s prior written consent, not to be unreasonably withheld or delayed; provided, however, that Intellikine’s consent shall not be required for Infinity to sublicense its rights to manufacture any Licensed Compound or Product;
(b) any sublicense agreement shall be in writing and shall be consistent (but in the case of the MICL Agreement, shall not be inconsistent) with the relevant restrictions and limitations set forth in this Agreement;
(c) any such sublicense agreement shall provide for the termination of the sublicense upon termination of this Agreement, except that any such sublicense of the rights granted under Section 2.1 to a Third Party to develop or commercialize Licensed Compounds or Products shall not terminate upon termination of this Agreement but instead shall remain in full force and effect if the sublicensee is not then in material breach of its sublicense agreement and such sublicensee provides to Intellikine within thirty (30) days after termination of this Agreement a written agreement to be bound as licensee under the terms and conditions of this Agreement as to the field and territory in which such sublicensee has been granted rights under its sublicense agreement; and
(d) Infinity shall be liable for the failure of its sublicensees to comply with the relevant obligations under this Agreement and shall, at its own cost, use Diligent Efforts to enforce compliance by its sublicensees with the terms of the sublicense agreement. Intellikine hereby acknowledges and agrees that Infinity has the right to sublicense the rights granted to Infinity under Section 2.1(a), (b), (c) and (d) to MICL under the MICL Agreement and the Parties agree that the sublicense to MICL of such rights will terminate upon termination of this Agreement, even though not expressly stated in the MICL Agr...