By Merck. Merck hereby grants to NGM a non-exclusive, royalty-free license, under the Merck IP, solely for NGM to conduct the Research Program during the Research Program Term and to research, Develop and use Tail Compounds/Targets during the Tail Period. NGM may, with Merck’s prior written consent, grant sublicenses of the license set forth in this Section [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
By Merck. Merck hereby grants to NGM a non-exclusive, royalty-free license, under the Merck IP, solely for NGM to conduct the Research Program during the Research Program Term and to research, Develop and use Tail Compounds/Targets during the Tail Period. NGM may, with Merck’s prior written consent, grant sublicenses of the license set forth in this Section 4.1.8 to Affiliates, and to Third Parties who are acting on NGM’s behalf in the conduct of activities under the Research Program or with respect to Tail Compounds/Targets, but not a single sublicense of the entirety of such license to a single Third Party, which single sublicense would require the prior written consent of Merck; provided, however, that: (A) each such sublicense is in writing and is consistent with the applicable terms of this Agreement; (B) each such sublicense terminates upon the earlier of the termination of the Tail Period or termination of this Agreement; and (C) each sublicense solely permits the use of the sublicensed Merck IP within the scope of the license granted by Merck pursuant to this Section 4.1.8(a). For the avoidance of doubt: (i) the license set forth in this Section 4.1.8(a) does not include any right to manufacture or sell products to Third Parties; and (ii) NGM may not use the Merck IP as licensed under this Section 4.1.8(a) other than to perform the Research Program during the Research Program Term and to research, Develop and use Tail Compounds/Targets during the Tail Period.
By Merck. In addition to any other available remedies, Merck hereby agrees to indemnify, defend and hold harmless Organon and its Affiliates, and their respective officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, “Organon Indemnitees”) from and against all Third Party Damages based on a Third Party Claim imposed on, incurred by or asserted against any of Organon Indemnitees arising out of or relating to (i) Organon’s provision of Services or Expense Activities to Merck in accordance with the terms of this Agreement and that are not proximately caused by the gross negligence, fraud or willful misconduct of Organon or its Affiliates or Subcontractors, or (ii) failure by Merck to comply with its obligations under this Agreement.
By Merck. MERCK agrees to indemnify, hold harmless and defend DOV and its officers, directors, shareholders, employees, successors and assigns (collectively, the "DOV Indemnified Parties") against any and all losses, costs, expenses, fees or damages arising out of or relating to claims asserted by any Third Party, whether governmental and private, arising out of or relating to (i) personal injury arising from the development, manufacture, use, sale or other disposition of Product by MERCK or its Related Parties under this Agreement; (ii) MERCK's breach of any of its representations and warranties set forth in Section 6.2 of this Agreement; (iii) MERCK's failure to comply with all applicable laws, rules and regulations; or (iv) the gross negligence or willful misconduct of any of the MERCK Indemnified Parties as defined below, provided that MERCK shall not be required to indemnify, hold harmless or defend any DOV Indemnified Party against any claim arising out of or related to any DOV Indemnified Party's (w) use, development and/or commercialization of any product containing a Compound in the event of DOV's obtaining of rights relating to Compounds and Products pursuant to Section 9.4.3; (x) use of Mother Liquor provided by MERCK to DOV pursuant to Section 3.8; (y) gross negligence or willful misconduct, or (z) failure to comply with all applicable laws, rules and regulations.
By Merck. Merck shall be entitled to grant and authorize sublicenses under the licenses granted to it under Sections 6.1.1, 6.3 and 6.4.2, and under the Merck Retained Rights retained pursuant to Section 6.2.2; provided that upon any such sublicense to a Third Party, Merck will notify GTx and provide GTx with a copy of such sublicense agreement. Merck shall only grant such sublicenses pursuant to a written agreement that notifies such sublicensees of the relevant obligations contained in this Agreement and the UTRF SARM License.
By Merck. Merck agrees to indemnify, hold harmless and defend GTx, its Affiliates and its and their respective officers, directors, shareholders, employees, successors and assigns (collectively, the “GTx Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings (including reasonable attorneys fees and expenses incurred in connection therewith, except as otherwise set forth in this Section 11.1) asserted by any Third Party (collectively, the “Costs”), whether governmental and private, to the extent arising out of or relating to (i) personal injury arising from the research, development, manufacture, use, sale or other disposition by Merck or its Related Parties or their respective distributors (A) of Product under this Agreement or (B) of any Product containing a Differentiated Compound pursuant to Merck’s Opt-Out rights hereunder; (ii) Merck’s breach of any of its representations and warranties set forth in Sections 10.1, 10.3 or 13.3(f) of this Agreement; (iii) Merck’s failure to comply with all applicable laws, rules and regulations; (iv) Merck’s sublicensing of rights under this Agreement or (v) the gross negligence or willful misconduct of any of the Merck Indemnified Parties as defined below, provided that Merck shall not be required to indemnify, hold harmless or defend any GTx Indemnified Party against any claim arising out of or related to any GTx Indemnified Party’s (w) use, research, and/or development of any Product under this Agreement; (x) research, development, manufacture, use, sale or other disposition of any Product containing a Differentiated Compound which is developed and commercialized by GTx pursuant to GTx’s Opt-Out rights hereunder; (y) gross negligence, willful misconduct, or breach of this Agreement, or (z) failure to comply with all applicable laws, rules and regulations, to the extent that any failure pursuant to 11.1(w), (x), (y), or (z) contributes to the Costs.
By Merck. Merck shall indemnify and defend Cocrystal, its Affiliates and its and such Affiliates’ respective directors, officers, employees and agents from and against any Liabilities arising out of or relating to Merck’s exercise of its licenses hereunder, including the research, development, manufacture, use, sale or other disposition of Compounds and Products by Merck or its Affiliates or Related Parties, or Merck’s breach of any of its representations, warranties, covenants and obligations in this Agreement, except to the extent arising out of or relating to Cocrystal’s breach of any of its representations, warranties, covenants and obligations in this Agreement.
By Merck. (i) As of the Original Effective Date, Merck granted to NGM a non-exclusive, royalty-free license, under the Merck IP, solely for NGM to conduct the Original Research Program. For the avoidance of doubt: (i) the license set forth in this Section 4.1.9(a)(i) did not include any right to manufacture or sell products to Third Parties; and (ii) NGM was not permitted to use the Merck IP as licensed under this Section 4.1.9(a)(i) other than to perform the Original Research Program during the Original Research Program Term and to research, Develop and use Tail Compounds/Targets during the Tail Period.
By Merck. In the event of the termination of this Agreement pursuant to Sections 14.2, 14.3, 14.4 or 14.5 and to the extent that the Final Product, any procedure in the manufacture thereof, any API or other component used for formulation of Final Product, any fill/finish or packaging, or any QC/QA or release activities is, at the time of such termination, manufactured, performed or conducted by Merck or any of its Affiliates with respect to Japan (or by Third Parties contracted to do so by or on behalf of Merck or any of its Affiliates) (collectively, “Merck Manufactured Components”), then, notwithstanding any provision to the contrary in the Existing Agreements, Merck shall use commercially reasonable efforts to manufacture and supply, perform or conduct same to or for the benefit of ImClone (for its own benefit and for the benefit of BMS) and/or BMS/BMKK, with such Merck Manufactured Components, solely for Development and Commercialization purposes in Japan of Cetuximab and Final Product (as may required by BMS/BMKK and ImClone for the Japan market during such period), for a period of not more than [**] months post-termination, at a price equal to the sum of (i) [**] of Merck’s Fully Burdened Manufacturing Costs, plus (ii) any [**] that are fairly and reasonably allocable to the manufacture by it, its Affiliates or contractors of Final Product, API or any component of the foregoing and supplied by it under this Section 8.8 for use or Commercialization in Japan on or after such termination date (other than Third Party Payments to the extent that the same would otherwise fall within Merck’s indemnification obligations under Section 13.1 or within an exclusion for which Merck is responsible under any of Sections 13.2(a)-(h)); provided, that, subject to Section 8.3: (A) Merck shall not be obligated to so supply ImClone (except where and to the extent that ImClone is obligated to supply or manufacture same for BMS/BMKK for the Japan market) if the basis for termination pursuant to Section 14.2, 14.3, or 14.4 was a material breach by ImClone or its Affiliates of this Agreement or the Merck-ImClone Agreement; and (B) Merck shall not be obligated to so supply BMS (except where and to the extent BMS or its Affiliates are obligated to supply or manufacture same for ImClone for the Japan market) if the basis for termination pursuant to Section 14.2, 14.3, or 14.4 was a material breach by BMS or its Affiliates of this Agreement or of the BMS-ImClone Agreement. During this [**...
By Merck
