Wyeth. Wyeth shall have final decision making authority as described in this Section 3.4 with respect to the following matters:
Wyeth. Wyeth hereby represents and warrants to Immunex that:
Wyeth. Ayerst shall have the right to test Ingredient to verify compliance with Specifications and applicable Regulatory Approvals and GalaGen shall supply Wyeth-Ayerst with its testing procedures. Wyeth-Ayerst may, by written notice provided to GalaGen within [**CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] of Wyeth-Ayerst's receipt of a shipment of Ingredient, reject all or part of such shipment of Ingredient if, based upon the testing of such Ingredient conducted under this Section 4.7, such Ingredient does not comply with the Specifications. If Wyeth-Ayerst fails to notify GalaGen, within such [**CONFIDENTIAL TREATMENT REQUESTED; PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION***] period, that it is rejecting such Ingredient, Wyeth-Ayerst shall be deemed to have accepted such Ingredient.
Wyeth. Ayerst shall consult with ArQule as to the preparation, filing, prosecution, and maintenance of such Joint Patent Rights reasonably prior to any deadline or action with the U.S. Patent & Trademark Office or its foreign equivalent in a Major Market Country, and shall furnish to ArQule copies of all relevant documents reasonably in advance of such consultation. In the event that Wyeth- Ayerst desires to abandon such Joint Patent Rights or later declines responsibility for such Joint Patent Rights, Wyeth-Ayerst shall provide reasonable prior written notice to ArQule of such intention to abandon or decline responsibility, and ArQule shall have the right, at its expense, to prepare, file, prosecute, and maintain such Joint Patent Rights.
Wyeth. Wyeth shall indemnify, defend and hold harmless Exelixis, its Affiliates, and their respective directors, officers and employees (each an “Exelixis Indemnitee”) from and against any and all Liabilities resulting from any claim, suit or proceeding made or brought by a Third Party against an Exelixis Indemnitee to the extent arising from or occurring as a result of: [ * ]. Notwithstanding any provision of this Section 8.2 to the contrary, Wyeth shall have no obligation to indemnify, defend or hold harmless any Exelixis Indemnitee with respect to any Liability to the extent that: [ * ].
Wyeth. In the event Wyeth shall be an Insolvent Party, Cardiokine may:
Wyeth. By: ---------------------------------- Vice President and Treasurer Accepted and agreed to: Name (Please Print) Social Security Number Signature Date of Birth SCHEDULE A ELECTION FORM (To Be Completed in Conjunction with Your Restricted Stock Performance Award Agreement) I, , hereby make an election to defer distribution of all shares of Common Stock issuable to me pursuant to the Restricted Stock Performance Award Agreement (the "Agreement") less those shares necessary to satisfy any applicable withholding obligation under Paragraph 5(b) of the Agreement and to cause the Company to contribute such shares to the Restricted Stock Trust (with any dividends thereon to be reinvested under BuyDIRECT, a direct purchase and sale plan for Wyeth Common Stock). See Note Below I, , hereby make an election to receive a distribution of such number of shares in the Restricted Stock Trust under the Agreement to which I am entitled in substantially equal annual installments over a period not to exceed ten years as follows commencing, at the time indicated by my election as set forth below, subject to the provisions of the Agreement, including Paragraph 5, thereof (provided, however, that in the event of my death all remaining installments shall be accelerated and distributed promptly): Circle the number of annual installments: Indicate your election: Commencing after: ___ Retirement (as defined in the Plan) ___ Specific date to commence distribution after my Retirement Date but in no event shall any annual installment be made after the tenth anniversary of my Normal Retirement Date (age 65). Indicate specific date: ____________________ month/day/year These elections shall be irrevocable upon execution of the Agreement.
Wyeth. Ayerst shall meet with, present and submit to Syntex a marketing plan for the Covered Product as soon as possible, and in any event not later than thirty (30) days after the effective date hereof. Such plan shall cover in detail the period beginning with the effective date hereof and ending at the end of the then-current calendar year. The marketing plan for calendar year 1994 (the “Initial Plan Year”) shall also contain estimates for the three (3) -year period starting with that Initial Plan Year. Each calendar year during the term hereof, after the Initial Plan Year, shall be referred to as a “Plan Year”. The marketing plan shall include at least the following:
Wyeth. Wyeth hereby represents and warrants to Genentech that:
Wyeth. Ayerst shall provide Neurogen with copies of all approvals granted by regulatory authorities throughout the world to Wyeth-Ayerst regarding the Product.
