WARNER Sample Clauses

WARNER. Warner agrees to indemnify and hold harmless GenVec and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "GenVec Indemnitee") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a "Claim") arising out of or resulting from (i) negligence or willful misconduct by Warner, (ii) a breach of any of the representations or warranties of Warner hereunder, or (iii) the research and development or manufacture, use, promotion, marketing, sale or other distribution of any Product Configuration, Development Candidate and/or Collaboration Product by Warner or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a GenVec Indemnitee.
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WARNER. Warner hereby agrees to defend, indemnify and hold harmless Sequana and its Affiliates and their respective employees, agents, officers, directors and permitted assigns (each a "Sequana Indemnitee") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a "Claim") arising out of or resulting from (a) negligence or willful misconduct by Warner; (b) a breach of any of the representations or warranties of Warner [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Sample 1
WARNER. Warner shall be responsible for all costs of conducting Development of Product(s) in the Territory, to which it holds an exclusive license under this Agreement, including, without limitation, expenses incurred in conducting clinical trials for such Products. In addition, Warner shall be responsible, at its sole expense, for all commercialization of such Product(s) in the Territory so long as Warner retains exclusive rights thereto under this Agreement. During the term of this Agreement, Warner shall keep Sequana fully informed of its activities subject to this Agreement, including without limitation, the achievement of the milestones set forth in Sections 5.4 and 5.5 and the commercialization of the applicable Product(s). On or before January 31 of each year, during the term of this Agreement, Warner shall provide Sequana with a written report summarizing such events and activities and detailing those which have not been previously reported. When a registration package requesting approval for commercial sale of any Product to which Warner holds an exclusive license under this Agreement is first filed in any country, within the Territory, and when approval is received therefor, Warner will immediately notify Sequana in writing.
Sample 1
WARNER. Warner agrees to indemnify and hold harmless Sequana and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "Sequana Indemnity") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a " Claim") arising out of or resulting from (i) negligence or willful misconduct by Warner in the conduct of the Research Program, (ii) a breach of any of the representations or warranties of Warner hereunder, or (iii) the research and development. Manufacture, use, promotion, marketing, sale or other distribution of any Lead Compound and/or Warner Product or Other Product or Diagnostic Product that Warner obtains a license from Sequana pursuant to Sections 7.2.3(c), 8.1.1, 8.3.1 or 8.3.2 by Warner or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or willful misconduct of a Sequana Indemnity.
Sample 1
WARNER. Lambert shall not, and shall not permit any of its Subsidiaries tx, xxxx xxx xxtion that (without regard to any action taken or agreed to be taken by Agouron or any of its affiliates) would (x) prevent Warner-Lambert from accounting for the business combination to be effectxx xx xxx Xxxxer as a pooling of interests, (y), it believes, prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (z) make any of the representations or warranties of Warner- Lambert contained in this Agreement untrue and incorrect such thxx xx xxxxx xxxe a Material Adverse Effect on Warner-Lambert or that would result in any of the conditions set forth ix Xxxxxxx XX xot being satisfied or materially delay the Closing.
Sample 1

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