By Xxxxxxx. Xxxxxxx reserves the right to terminate his employment hereunder for any reason upon thirty (30) days' written notice to the Company. The Company's total liability to Xxxxxxx in the event of termination of Xxxxxxx'x employment under this Subsection 7.3 shall be limited to the payment of Xxxxxxx'x salary and benefits through the effective date of termination and the provisions of Subsection 7.2 shall not apply.
By Xxxxxxx. Xxxxxxx shall maintain comprehensive ---------- general liability insurance, including contractual liability insurance, against claims for bodily injury or property damage arising from its activities contemplated by the Agreement, with such insurance companies and in such amounts as Xxxxxxx customarily maintains for similar activities. Xxxxxxx shall maintain such insurance during the Development Period and thereafter for so long as Xxxxxxx maintains insurance for itself covering such activities.
By Xxxxxxx. Xxxxxxx agrees to indemnify and hold harmless Stratus, its directors, officers, employees and agents and each Person, if any, who controls Stratus within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Stratus to Xxxxxxx, but only with respect to information regarding Xxxxxxx furnished in writing by or on behalf of Xxxxxxx expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; provided, however, that the liability of Xxxxxxx shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by Xxxxxxx from the sale of the Registrable Securities giving rise to such indemnification.
By Xxxxxxx. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower maintained with the Administrative Agent or by wire transfer, automated clearing house debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable Borrowing Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
By Xxxxxxx. Xxxxxxx shall indemnify and hold harmless Customer (and its officers, directors, employees, shareholders and agents) against all liability, loss, damage, claims, actions, and expenses (including attorneys’ fees) (collectively, “Losses”) based upon or arising out of: (a) property damage, including loss or destruction of data, or personal injury, including death, directly caused by or sustained in connection with Xxxxxxx’x negligence or willful misconduct; or (b) any material breach of any warranty or representation made by Xxxxxxx; provided, however, that Xxxxxxx shall not be required to indemnify Customer to the extent that such Losses are caused by Customer’s negligence or breach of this Agreement.
By Xxxxxxx. Xxxxxxx shall defend and indemnify Client from any costs and damages awarded against Client by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that Client’s use of the Service in accordance with these Terms infringes the third party’s intellectual property rights. Xxxxxxx’x obligations under this section do not apply: (i) to any third party open source software that may be included in the Service, and (ii) if the alleged infringement is based on the Client Data or third party data or any use of the Service except as authorized by Xxxxxxx in writing or as provided herein. Without derogating from the foregoing defense and indemnification obligation, if Xxxxxxx believes that the Service, or any part thereof, may infringe a third party’s intellectual property rights, then Xxxxxxx may in its sole discretion: (i) obtain (at no additional cost to Client) the right to continue to use the Service, or (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance. If Xxxxxxx determines that the foregoing remedies are not available on reasonable economic terms, Xxxxxxx may require that use of the Service (or part thereof) cease and, in such an event, Client shall receive a prorated refund of applicable subscription fees paid for the unused portion of the remainder of the Subscription Term for the Service (or part thereof) that is terminated. This section states Xxxxxxx’x entire liability and Client’s sole remedy for any infringement of any intellectual property rights with respect to the Service.
By Xxxxxxx. BN shall not be liable for and Xxxxxxx shall indemnify and hold BN, its officers, directors, employees and agents (“BN Indemnitee”) [***]. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406
By Xxxxxxx. Xxxxxxx shall have the right, at its expense, to control the preparation, filing, prosecution and maintenance solely of the Prosecution Patents. As used in this Section 11.2, “prosecution” shall include interferences, re-examinations, reissues, oppositions, obtaining certificates of correction, patent term extensions, Supplementary Protection Certificates, and the like. Xxxxxxx shall consult with Biogen Idec in good faith regarding the preparation, filing, prosecution and maintenance of the Prosecution Patents. Xxxxxxx shall provide Biogen Idec with semiannual updates on the status of prosecution of the Prosecution Patents in every jurisdiction and shall, in any event, provide notice to Biogen Idec of any action that may be taken with respect to a Prosecution Patent (i) with the U.S. Patent and Trademark Office at least [***] calendar days prior to the deadline for such action, and (ii) with or any foreign patent office at least [***] calendar days prior to the deadline for such action, or if shorter, the maximum period allowed by such foreign patent office. Xxxxxxx shall have the right to apply for an extension of the term of any Patent within the Prosecution Patents if available under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign equivalents of this law, including any foreign laws extending marketing exclusivity for a Product or Service, such as a Supplementary Protection Certificate. Xxxxxxx shall, at a minimum, to the extent supported by the disclosure of each Prosecution Patent, diligently prosecute claims within the Prosecution Patents covering the monoclonal antibody hAQC2 composition of matter and claims within the Prosecution Patents covering the use of anti-VLA-1 antibodies in the treatment of the following indications: [***] (the “Core Claims”) within the jurisdictions set forth in Exhibit 10.2A (the “Required Countries”). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.