Maxygen. MAXYGEN shall retain all rights under its interest in ------- the Shuffling Technology assigned to MAXYGEN pursuant to (P)7.3, and in the MAXYGEN Intellectual Property and Joint Intellectual Property that are not expressly granted to PIONEER in (P)3.1A, and to any intellectual property and/or tangible materials developed by it or on its behalf after the Research Term or outside the scope of this Agreement. It is understood that MAXYGEN may, among other things, grant to third parties (i) licenses under its interest in such Intellectual Property for the use of Shuffled Genes (excluding PIONEER SGDs) in MAXYGEN Crops and other plants, and (ii) licenses under its interest in intellectual property developed outside the R&D Program for any use; provided, however, that during the term of this Agreement, MAXYGEN shall not grant any license under such Intellectual Property which conflicts with the licenses granted to PIONEER herein. Notwithstanding the exclusive licenses granted to PIONEER in (P)3.1A, MAXYGEN shall retain the right to use all Shuffled Genes for its own research purposes (i.e., to develop, improve and validate its technology and intellectual property).
Maxygen. Maxygen shall have the right to select the Maxygen Exclusive Proteins to be removed from the list of Maxygen Exclusive Proteins on each of the first, second, and third anniversaries of the Closing Date by written notice to Bayer on or before the applicable anniversary. If Maxygen does not provide written notice identifying the proteins to be removed from the list of Maxygen Exclusive Proteins on or before the applicable anniversary of the Closing Date (and/or if Maxygen identifies less than the required number of proteins to be removed on the applicable anniversary), then (A) Bayer may at any time after the applicable anniversary of the Closing Date request in writing that Maxygen identify the proteins to be removed pursuant to Section 2.5.2, Section 2.5.3, and/or Section 2.5.4, as applicable; (B) Maxygen shall have fifteen (15) days after receipt of such a notice to identify the proteins to be removed from the list of Maxygen Exclusive Proteins; and (C) if Maxygen does not identify the proteins to be so removed (and/or if Maxygen identifies less than the required number of proteins), then proteins (if any) identified by Maxygen shall first be removed, and thereafter the first listed of the remaining Maxygen Exclusive Proteins, and then the next listed of the remaining Maxygen Exclusive Proteins, and so on in the order in which the remaining proteins are listed in Schedule 1.45, shall be removed until a total required number of proteins have been removed from the list as of the applicable anniversary of the Closing Date.
Maxygen. Except as otherwise provided in Section 7.1.3 above, as between Maxygen and Bayer, Maxygen shall have the sole right, but not the obligation, to enforce and/or defend in any declaratory judgment and/or similar action, all Patent Rights within Enabling Technology. In connection with any action brought and/or defended by Maxygen and/or its Affiliates pursuant to this Section 7.1, all of the out-of-pocket costs and legal fees relative to such procedures shall be borne by Maxygen, and any recoveries from such suit shall (as between the Parties) belong exclusively to Maxygen.
Maxygen. MAXYGEN will indemnify, defend and hold harmless TRPL and its officers, employees and agents from and against any and all Third Party actions, claims, demands, costs, liabilities or expenses (including actual legal costs) (each a "Liability") made, sustained, brought or prosecuted or in any manner based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property which may arise from or as a direct result of MAXYGEN's conduct of activities in connection with the Project; except, in each case, to the extent due to the negligence or willful misconduct of TRPL. Notwithstanding the above, the foregoing obligations shall not apply to any Liability arising out of or in connection with the use of any particular Gene or Shuffled Gene in the Project.
Maxygen. Subject to the other provisions of this ------- Agreement, including but not limited to the provisions of Section 2.6, Maxygen shall retain all rights under its interest in the Shuffling Technology, Maxygen Materials, Maxygen Improvements, and Maxygen's interest in Program Technology not expressly granted to Zeneca in Section 3.1, and to any other intellectual property and/or tangible materials developed by it or on its behalf after the Research Term or outside the scope of this Agreement. Notwithstanding the exclusive license granted to Zeneca in Section 3.1, Maxygen shall retain the right to use all Shuffled Genes in its own research to develop, improve and validate its technology and intellectual property relating to Shuffling Technology. Except as expressly permitted by Section 3.2 or Article 6, it is further understood that Maxygen shall not have the right to [*******]. Except as expressly provided by this Agreement, it is understood and agreed that nothing in this Agreement grants (or shall be construed to grant) to Zeneca any licenses to intellectual property or materials developed by or on behalf of Maxygen or Third Parties outside of the Research Program.
Maxygen. Maxygen shall be responsible for any threatened ------- or actual claims of infringement of Third Party patents or other Third Party intellectual property right arising out of or in connection with the manufacture, use, sale or importation of a Maxygen Product, except to the extent such claims are directed to the use of Zeneca Proprietary Technology in the Research Program. Upon receiving notice of any such actual or threatened claims, the Parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. If Zeneca is named as a party to such claim, suit or proceeding but Maxygen is not named as a party, Maxygen may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. Zeneca agrees not to oppose such intervention. If Maxygen, and not Zeneca, is named as a party to such claim, suit or proceeding, Maxygen shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice. If Zeneca shall, at any time, tender its defense to Maxygen in writing, then Maxygen shall defend Zeneca in such claim, suit or proceeding, at Maxygen's own expense and through counsel of its own choice, and Maxygen shall control the defense and settlement of any such claim, suit or proceeding. In no event shall Maxygen enter into any agreement which makes any admission
Maxygen. Maxygen agrees to indemnify, defend and hold harmless ------- Zeneca and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "Zeneca Indemnitee") from and against any claims, actions or suits by a Third Party resulting in any liabilities, damages, settlements, claims, penalties, fines, and reasonable costs or reasonable expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation, and consequential and/or indirect damages, if any, of Third Parties awarded by a court in a final decision which is not appealed or is unappealable) (any of the foregoing, a "Claim") arising out of or resulting from (i) the use of Shuffling Technology per se in the conduct of the Research Program (i.e., not due to the Shuffling of --- -- a particular Gene), (ii) the use of any Maxygen Gene or the use or making of any Gene Variants and/or Shuffled Genes derived therefrom in the conduct of the Research Program (except to the extent subject to Section 10.1(iv) above), (iii) the negligence or willful misconduct of Maxygen in the Research Program, (iv) a breach of any of the representations or warranties by Maxygen hereunder, or (v) the development or manufacture, use, promotion, marketing, sale or other distribution of any Maxygen Product by Maxygen or its Affiliates, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a Zeneca Indemnitee; [*******].
Maxygen. Maxygen (or its designee) shall have the exclusive right, but not the obligation, at its sole discretion, to bring or defend, prosecute and control any action, suit or proceeding with respect to any actual or threatened infringement of any Maxygen Necessary Claims, including any declaratory judgment action against any Third Party related thereto, at its own expense and may keep any recovery obtained in any such action, suit or proceeding.
Maxygen. Maxygen hereby represents and warrants to Avidia that:
Maxygen. (a) A warranty or representation by Maxygen as to the validity or scope of any claim or patent within the Maxygen Necessary Claims or the Maxygen Useful Claims;
