Elan. Elan (or an Elan Affiliate) shall own, and shall be responsible at its own expense, for filing for and maintaining:
Elan. Elan represents and warrants that it has the full right and authority, and has taken all necessary corporate action, to provide access to the Information, grant Amarin the exclusive Option and, if exercised, enter into the Assignment Agreement as set forth in this Agreement. Elan warrants that Elan’s entering into and performing this Agreement will not conflict with or create a default under any agreement or obligation binding on Elan or any of the assets or property which are the subject of this Agreement. Elan further warrants that:
Elan. During the Term, ELAN shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by ELAN or any of its Affiliates for the purpose of researching, developing or commercializing, any Aptamer binding to a Program Target or any Aptamer Derived therefrom that binds specifically to the relevant Program Target, except as provided under this Agreement.
Elan. EIS and/or RPI shall have the right to assign their rights and obligations hereunder to their Affiliates provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. KNOW-HOW shall mean all knowledge, information, trade secrets, data and expertise owned or licensed by ELAN or to be developed by ELAN whether before or during the term of this Agreement relating to the PRODUCT, whether or not covered by any patent, copyright, design, trademark or other industrial or intellectual property rights. [ * ] = 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.
Elan. EIS and/or Acusphere shall have the right to assign their rights and obligations hereunder to their Affiliates provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. Draxis shall cooperate with Elan in taking reasonable and legally authorized steps to reduce or to eliminate such withholding or other taxes.
Elan. EIS and/or Celtrix shall have the right to assign their rights and obligations hereunder to their Affiliates provided, however, that such assignment does not result in adverse tax consequences for any other Parties.
Elan. Elan represents and warrants to Amarin as of the Termination Date as follows:
Elan. During the term of this Agreement, ELAN shall use reasonable efforts not to diminish the rights under ELAN Intellectual Property or ELAN/Lilly Patent Rights granted to AHPC under this Agreement, including without limitation by not committing or permitting any actions or omissions which would cause the breach of any agreements between itself and Third Parties (including ELAN In-Licenses) which CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. provide for intellectual property rights applicable to the Research, Development, Manufacture or Commercialization of any R&D Candidate or Product and shall provide AHPC with prompt written notice of any alleged breach of any such agreements.
