Takeda Sample Clauses

Takeda. During the Exclusivity Term, TAKEDA shall not, and shall cause each of its Affiliates to not, either on its own, or with, or for the benefit of, any Third Party, research, develop or commercialize any aptamer binding to a Program Target, except as provided under this Agreement.

Takeda. From and after the Closing, if TSD or TPC exercises any right of set-off or credit against any payment included within the Takeda Revenue Stream, Forest shall cause the Seller or Development Partners to, promptly (and in any event within five (5) Business Days) following receipt of notice from the Buyer that the applicable payment of the Takeda Revenue Stream has been affected by such set-off or credit, pay to the Buyer the amount of such set-off or credit; provided, that neither Forest nor the Seller nor Development Partners shall have any obligation to pay to the Buyer, and the Buyer shall be solely responsible for, any set-off or credit or other reduction in the Takeda Revenue Stream that: (i) is made by TSD or TPC pursuant to Section 5.5 of the Takeda License Agreement; (ii) is made by TSD or TPC following the completion of the Takeda Asset Transfer, except to the extent in respect of an event or circumstance existing prior to the Takeda Asset Transfer (but, for the avoidance of doubt, subject to the other clauses of this Section 5.3(a); (iii) is made by TSD or TPC with respect to any claim based on any act of Forest or the Seller or Development Partners taken at the direction of the Buyer or any claim based on any failure to act on the part of Forest or the Seller or Development Partners where consent of the Buyer to Forest’s or the Seller’s or Development Partners’ taking such act had been withheld; (iv) is made by TSD or TPC with respect to any claim based on any act or failure to act of the Buyer; or (v) otherwise arises as a result of the assignment to the Buyer of the Takeda Purchased Revenue Rights or the completion of the Takeda Asset Transfer.

Takeda. Takeda agrees to indemnify, defend and hold Array and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Array Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to (i) any Compounds, Derivative Compounds or Products manufactured, used, sold or otherwise distributed by or under authority of Takeda following the Research Program (including product liability claims), or (ii) any breach by Takeda of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Array, negligence or intentional misconduct of Array.

Takeda. From and after the Closing: (1) Forest or the Transferors shall promptly inform the Buyer if any of Forest or the Seller or Development Partners becomes aware of any suspected infringement by a third party of any patent right within the Collaboration Patent Estate, and (2) subject to Section 5.4(h), Forest shall provide to the Buyer a copy of any written notice of any suspected infringement of any patent right in the Collaboration Patent Estate delivered or received under Section 11.3 of the Takeda License Agreement as soon as practicable and in any event not less than five (5) Business Days following such delivery.

Takeda. Takeda represents and warrants on its own behalf and on behalf of its Affiliates that: (i) it has the legal power, authority and right to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; (iv) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which are in conflict in any material way with the rights and licenses granted herein; (v) it shall conduct the Research Program with highly professional standards and in accordance with the Research Plan and all applicable laws; and (vi) it is not , as of the Effective Date, aware of any third party claims or legal proceedings, potential or otherwise, relating to the Takeda Technology..

Takeda. As between the Parties, ▇▇▇▇▇▇ will be solely responsible for, at its sole expense, all Development of TAK-653 Products in Japan and, except as expressly set forth herein or otherwise agreed by the Parties in writing, all Manufacturing activities in connection therewith, including preparing Clinical Trial designs and protocols, sponsoring Clinical Trials, engaging CROs, and being responsible for managing activities at Clinical Trial sites. [***].

Takeda. Takeda (itself or through its Affiliate or Sublicensee) will be solely responsible as the Regulatory Lead for all regulatory matters in Japan relating to the TAK-653 Products. Takeda (itself or through its Affiliate or Sublicensee) will own all INDs, MAA, Regulatory Approvals, other Regulatory Submissions, and related regulatory documents in Japan with respect to TAK-653 Products (in each case, as applicable). Neurocrine will provide all assistance reasonably requested by Takeda in connection with the preparation and submission of any CTA or MAA for a TAK-653 Product, or obtaining Regulatory Approval, in each case, by or on behalf of Takeda, for TAK-653 Products in Japan, and ▇▇▇▇▇▇ will reimburse Neurocrine for all documented FTE Costs at the FTE Rate and external expenses associated with such assistance, within [***] after receipt of an undisputed invoice therefor. 4.2. Regulatory Submissions, Study Reports and Data not Controlled by Takeda. [***].

Takeda. Subject to the requirements of this Section 2.3 (Sublicensing Terms), Section 2.4 (Subcontractors), and Section 2.5.2 (▇▇▇▇▇▇ ▇▇▇▇▇ to Neurocrine), Takeda will have the right to grant sublicenses under the rights granted to it under Section 2.2 (License Grant to Takeda) [***].

Takeda