Medarex. Medarex represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Medarex; and (iii) it will not enter into an agreement that is inconsistent with the rights and licenses granted to Celldex in this Agreement.
Medarex. Medarex shall indemnify, defend and hold harmless Celldex and its directors, officers and employees (each an “Celldex Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including attorneys’ and professional fees and other expenses of litigation and/or arbitration) (“Liabilities”) resulting from a claim, suit or proceeding made or brought by a third party against an Celldex Indemnitee arising from or occurring as a result of any breach of the representations and warranties set forth in Section 10.1, except to the extent caused by the negligence or willful misconduct of Celldex.
Medarex. Medarex represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of New Jersey; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Medarex; (iii) it is the sole and exclusive owner of all right, title and interest in, or otherwise Controls, the Medarex Mice (subject to [***]) and Controls the Additional Mice; and (iv) it has the right to grant the rights and licenses granted herein; and (v) [***]
Medarex. Medarex represents and warrants that as of the Effective ------- Date:
Medarex. Medarex shall indemnify, defend and hold harmless FibroGen ------- and its directors, officers and employees (each a "FibroGen Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding made or brought by a third party against an FibroGen Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties set forth in Section 9.1, [*****], except to the extent caused by the negligence or willful misconduct of XxxxxXxx.
Medarex. In that event that FibroGen fails to obtain a ------- commercial license pursuant to Section 3.1 on or before the end of the Research Period, Medarex may terminate the Agreement with written notice to FibroGen.
Medarex. Medarex represents and warrants that: (i) it is a ------- corporation duly organized validly existing and in good standing under the laws of the State of New Jersey; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Medarex; (iii) it is the sole and exclusive owner of all right, title and interest in the Mice; (iv) it has the right to grant the rights and licenses granted herein; [*****]. ***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Medarex. Medarex shall indemnify, defend and hold harmless Amgen ------- and its directors, officers and employees (each an "Amgen Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) (each a "Liability") resulting from a claim, suit or proceeding made or brought by a Third Party against an Amgen Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties set forth in Section 10.1, in each case, which breach was the proximate cause of the relevant Liability, or (ii) the activities of Medarex hereunder, except, in each case, under this Section 13.1(ii) to the extent caused by the negligence or willful misconduct of Amgen.
Medarex. Medarex represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of New Jersey; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Medarex; (iii) it is the sole and exclusive owner of all right, title and interest in the Mice; (iv) it has the right to grant the rights and licenses granted herein; (v) as of the Effective Date, to the best knowledge of Medarex, there are no issued U.S., EPO or Japanese patents owned by third parties which would be infringed by the use of the Mice to make Antibodies or hybridoma cells producing said Antibodies in connection with practice of the licenses granted herein; (vi) as of the Effective Date, Medarex has not provided a third party licensee of the Patent Rights a broader representation and warranty regarding non-infringement of the patent rights of a third party due to the use of the Mice than the representation in clause (v) above; and (vii) as of March 31, 1998, to the best knowledge of Medarex, (a) there have been no opposition proceedings filed against any Australian patent applications within the Medarex Technology, and Medarex has not participated in any opposition proceedings filed against any Australian patent applications owned by third parties which, if such application became an issued patent, would be infringed by the use of the Mice to make Antibodies or hybridoma cells producing said Antibodies in connection with practice of the licenses granted herein, and (b) there are no issued Canadian patents within the Medarex Technology, and Medarex has not participated in any re-examination proceedings of any Canadian patents owned by third parties which would be infringed by the use of the Mice to make Antibodies or hybridoma cells producing said Antibodies in connection with the practice of the licenses granted herein.
Medarex. Medarex shall indemnify, defend and hold harmless EOS and ------- its directors, officers and employees (each an "EOS Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) (each a "Liability") resulting from a claim, suit or proceeding made or brought by a third party against an EOS Indemnitee arising from or occurring as a result of (i) any breach of the representations and warranties set forth in Section 10.1, (ii) the performance by Medarex of its obligations hereunder, [*****]
