Cedars. Sinai hereby expressly releases and waives, and absolutely and forever discharges Prometheus, UCLA and their respective affiliates, related entities, officers, directors, parent corporations, subsidiaries, shareholders, agents, representatives, employees, former employees, attorneys, trustees, licensing agencies, insurers, predecessors, successors, and assigns, individually and collectively, from any and all Legal Actions, past, present, or future, known or unknown, suspected or unsuspected, at law or in equity or in arbitration, of any kind or nature whatsoever, which Cedars-Sinai has or claims to have against any or all of them, now or hereafter, relating to any payments pursuant to the 1996 License accrued, paid or due through June 30, 2006 other than as specified in this Agreement.
Cedars. Sinai agrees that this Agreement and all of its terms shall be binding upon its assignees, employees, agents, affiliates, parent corporations, subsidiaries or other related entities, and the assignees of such entities.
Cedars. Sinai recognizes that part of the Grace LAD Technology has been developed by RIH (Principal Investigator, Dr. Xxxx Xxxxxxxx) pursuant to the RIH Agreement, and that Grace anticipates continuing to work with RIH with respect to the LAD research.
Cedars. Sinai shall provide Grace with copies of all Cedars-Sinai patents and patent applications, if any, covering Cedars-Sinai LAD Technology. A list of current patents and patent applications is attached hereto as Appendix D. Future patent application drafts which may be prepared with respect to Cedars-Sinai LAD Technology shall be provided to Grace for consultation pursuant to Article XII.
Cedars. Sinai shall make a good faith effort to conduct the research and development of Paragraph 6.01, but makes no representation or warranty that particular technical goals will be successfully achieved. Evidence of a good faith effort includes but is not limited to the following Cedars-Sinai activities:
Cedars. Sinai shall serve as a site for a portion of the clinical trials for the First Generation LAD and would be responsible for conducting those trials, subject to the receipt of all internal institutional approvals and in accordance with a separately negotiated workplan between the parties with respect to clinical trials (to be attached to this Agreement as part of Appendix A). Cedars-Sinai's participation in the clinical trials shall be in consultation with Grace in Grace's role as multicenter clinical trial coordinator.
Cedars. Sinai shall have the right, but not the obligation, to terminate Grace's exclusive license if Designated Milestones are not met; provided, however, that Cedars-Sinai may not terminate Grace's license under this Paragraph if failure to meet Designated Milestones is due to regulatory delays not subject to Grace's control. Notwithstanding the foregoing, Grace shall have sixty (60) days in which to cure any breach due to missing a Designated Milestone, and also shall have the opportunity to provide Cedars-Sinai with evidence excusing the failure to meet a Designated Milestone, pursuant to Paragraph 5.05.
Cedars. Sinai shall deliver to Grace within sixty (60) days after the end of each quarter, a quarterly invoice prepared according to its customary accounting practices, which reflects costs incurred by Cedars-Sinai pursuant to this Agreement. These costs shall include: (i) salaries, wages and established employee benefits; (ii) costs of purchased equipment, animals, materials and supplies; (iii) travel and related expenses; (iv) other costs and expenses for the Project; and (v) indirect costs (i.e., overhead).
Cedars. Sinai shall exercise its best effort to ensure that all invoices, financial statements, billxxxx xxx financial reports to Grace accurately reflect all activities and transactions handled for the account of Grace and that such data may be relied upon in any further recording and reporting by Grace for whatever purpose. In the event that any error is found, Cedars-Sinai agrees to promptly correct such error.
Cedars. Sinai hereby warrants that it carries sufficient Worker's Compensation insurance to comply with the laws of the State of California with respect to Cedars-Sinai personnel. Each party shall indemnify and hold the other party harmless from any and all claims, costs or liability for any loss, damage, injuries or loss of life incurred in the indemnifying party's own performance of the research work or development that is conducted on the indemnifying party's own premises; provided, however, that such indemnification shall not apply for any loss, damage, injuries, or loss of life attributable in whole or in part to the other party's gross negligence.
