Mylan Clause Samples
Mylan. Mylan represents and warrants to Momenta that as of the Execution Date and the Effective Date: (a) it has the full right, power and authority to enter into this Agreement and to grant the licenses granted by it hereunder; (b) to the knowledge of Mylan, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of Mylan to enter into and perform its obligations under this Agreement; (c) it has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; (e) the execution and delivery of this Agreement do not conflict with or violate any requirement of Applicable Law or regulations and do not conflict with, or constitute a default under, any contractual obligation of Mylan; and (f) it is not researching, developing or commercializing any Competing Products (directly by Mylan or indirectly by any of its Affiliates or Third Party collaborators, licensees or sublicensees).
Mylan. Mylan agrees to defend, indemnify and hold Somaxon, its agents, employees, officers, directors, Affiliates and representatives harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favor of third parties resulting from or relating to (a) a failure by Mylan to provide the Manufacturing Services in accordance with the Specifications, cGMPs, or Applicable Laws, (b) the grossly negligent acts or omissions or willful misconduct of Mylan, or (c) any other breach of this Agreement by Mylan, including, without limitation, any representation, warranty or covenant contained herein, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence or wrongful act(s) of, or breach of this Agreement by, Somaxon, its agents, employees, officers, directors, Affiliates or representatives.
Mylan. Except for intellectual property infringement, which are covered in Article 17, Mylan shall defend Forest and its Affiliates at Mylan’s cost and expense, and will indemnify and hold Forest and its Affiliates and their respective directors, officers, employees, consultants, contractors, representatives, and agents harmless from and against any and all Losses incurred in connection with or arising out of any Third Party Claim directly relating to (i) material breach by Mylan of any of its representations, warranties or obligations pursuant to this Agreement, and (ii) negligence or willful misconduct of Mylan in the exercise of any of its rights or the performance of any of its obligations under this Agreement, except for such Losses for which Forest is obligated to indemnify Mylan pursuant to this Agreement; provided that notwithstanding the foregoing, in all cases referred to in this Section, Mylan shall have no liability to Forest for any Losses to the extent (and only to the extent) that such Losses were caused by any item for which Forest is required to indemnify Mylan pursuant to Section 16.1. Mylan has no set off rights for any such damages.