NITROMED Sample Clauses

NITROMED. NitroMed agrees to defend BSC and its Affiliates at its cost and expense, and shall indemnify and hold BSC and its Affiliates and their respective directors, officers, employees and agents (the "BSC Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any third party claim relating to any breach by NitroMed of any of its representations, warranties or obligations pursuant to this Agreement. In the event of any claim against the BSC Indemnified Parties by any third party, BSC shall promptly notify NitroMed in writing of the claim and NitroMed shall manage and control, at its sole expense, the defense of the claim and its settlement. The BSC Indemnified Parties shall cooperate with NitroMed and may, at their option and expense, be represented in any such action or proceeding. NitroMed shall not be liable for any litigation costs or expenses incurred by the BSC Indemnified Parties. In addition, NitroMed shall not be responsible for the indemnification of any BSC Indemnified Party arising from any negligent or wrongful acts by such party, or as the result of any settlement or compromise by the BSC Indemnified Parties without NitroMed's prior written consent.
Sample 1
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NITROMED. Following the earlier of (i) achievement of a pharmacokinetic profile for Product (assessing Cmax (maximum concentration) and AUC (area under the curve) criteria within 80-125% of mean data) consistent with that of BiDil administered three times daily (at 6 hour intervals) or (ii) achievement of such other pharmacokinetic profile for the Product as may be defined by the FDA, NitroMed shall not, and shall procure that its Affiliates do not develop, market or sell any oral dosage formulation containing the Compound other than (a) the Product, (b) BiDil in its current formulation or any other immediate release formulation, (c) the current formulation of BiDil or any other immediate release formulation of BiDil in combination with any other compound in the Territory and (d) any such formulation containing hydralazine as its sole active ingredient, during the Term; (provided, however, that to the extent EEA laws and regulations specifically so require, this restriction shall apply in the EEA for a period of five years beginning on the date of First Commercial Sale of the Product in the EEA, or such other maximum time period as EEA laws and regulations shall specifically so require).
Sample 1

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  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

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