Cedars Sample Clauses
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. ▇▇▇▇ ▇▇▇▇▇▇▇▇) pursuant to the RIH Agreement, and that Grace anticipates continuing to work with RIH with respect to the LAD research.
(a) Cedars-Sinai hereby agrees to treat any RIH information or technology with respect to the LAD which may be disclosed to Cedars-Sinai by Grace or RIH pursuant to this Agreement in the same manner and with the same protections as any other Grace LAD Technology.
(b) Grace hereby authorizes Cedars-Sinai in its sole discretion to disclose to RIH any Grace LAD Technology and/or Cedars-Sinai LAD Technology which may be necessary to carry out the purposes of this Agreement. RIH has undertaken to treat Cedars-Sinai LAD Technology in the same manner as Grace LAD Technology, maintaining its confidentiality and using it only for purposes of the Grace LAD project.
(c) Cedars-Sinai confirms that it will use RIH information and technology only for purposes of the Project.
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:
(a) staffing the Research Program and Technology Development Program with Investigators as set forth in the Research & Technology Development Plan, or as otherwise agreed by Grace and Cedars-Sinai;
(b) conducting the Research Program and the Technology Development Program according to the guidelines of the Research & Technology Plan; and
(c) completing Milestones in a timely manner. Certain Milestones may be identified by the parties, upon mutual agreement, as Cedars-Sinai Designated Milestones, at which time the Research & Technology Development Plan will be amended to indicate such Cedars-Sinai Designated Milestone(s). However, neither party shall be obligated to agree to any Designated Milestone(s) in addition to those attached to this Agreement on the Effective Date. Completion of such Designated Milestones in a timely fashion is required for a showing of good faith effort by Cedars-Sinai; provided, however, that Cedars-Sinai shall have the opportunity to offer evidence of a good faith effort despite failure to meet one or more Cedars-Sinai Designated Milestones and Grace may accept such evidence in its reasonable discretion, rather than taking action pursuant to Paragraph 16.04(a).
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 reasonable diligence to accomplish where possible the cancellation or diversion of its outstanding commitments extending beyond the termination date which cover the services of Investigators supported by Grace-funding in the budget. However, Grace shall remain responsible for any irrevocable personnel commitments made within the scope of the budget for the Project prior to notice of termination for a Senior Tissue Culture Investigator; provided, however, that Grace shall not be responsible for any irrevocable personnel commitment to the extent that it extends beyond 2 months after the effective date of termination.
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.
(a) Cedars-Sinai shall make one or more Investigators available to Grace for further consultation and discussion of the Technology Transfer Report and the details of the Cedars-Sinai LAD Technology at mutually agreeable times and places. It is preferred that such consultation, which may take place by telephone conference, would be conducted quarterly. The parties agree that the discussions would be in sufficient detail to enable Grace to update the Technology Transfer Report after each such discussion.
(b) If Grace requests that extraordinary consultation take place at a Grace facility, or at any other location requiring travel from the Cedars-Sinai representative's normal place of employment (that is, consultation requiring travel beyond that provided for in the budget of Appendix B), Grace shall arrange for and shall pay for all reasonable travel and living expenses associated with such extraordinary consultation.
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.
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.