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. Ayerst shall provide Neurogen with copies of all approvals granted by regulatory authorities throughout the world to Wyeth-Ayerst regarding the Product.
Wyeth. Ayerst represents and warrants that its production and quality control of ADCI and Product shall meet all appropriate standards set by the Food and Drug Administration (FDA) and other appropriate regulatory agencies, including those of Good Manufacturing Practices (GMP). Wyeth-Ayerst shall maintain the registration of the manufacturing facilities with the appropriate regulatory authorities insofar as necessary or advisable in order to maintain the supply of ADCI.
Wyeth. Ayerst shall keep records as provided in Article 4.7 of the NTIS Agreement and make them available for inspection by NTIS and Neurogen in accordance with that Article 4.7.
Wyeth. Ayerst shall be entitled on a country basis to terminate its sublicense or license to any Neurogen Patent and/or any Neurogen Improvement patent which, in its sole opinion, it shall deem unnecessary to its commercial interests with respect to Product; provided however that if Wyeth-Ayerst continues to sell Product in any country where it has terminated its license or sublicense hereunder, and so long as there is an unexpired or valid patent licensed or sublicensed hereunder, Wyeth-Ayerst shall continue to pay royalties as provided in Article 12, and that termination of payments to NTIS under Article 4.2 of 4.10 of the NTIS Agreement with respect to any NTIS patent shall be a breach of this Agreement. In the event Wyeth-Ayerst so terminates, Wyeth- Ayerst shall not be further responsible for the maintenance of any such terminated patent right(s).
Wyeth. Ayerst shall bear the cost of the filing and renewal of trademark applications for the trademark(s) and the costs associated with any other activities relating to perfecting rights in and to trademark(s) in any country of the Territory. Wyeth-Ayerst shall own all rights, title, and interest in and to the trademark(s) in its own name or that of its Affiliates during and after the term of this Agreement.
Wyeth. Ayerst shall indemnify and hold Neurogen and its Affiliates harmless, and hereby forever releases and discharges Neurogen, and its Affiliates, from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, "Liabilities") arising out of the development, manufacture, use or sale of Products hereunder including but not limited to all Liabilities suffered or incurred in connection with third party claims for personal injuries or any product recall; except in each case to the extent such Liabilities resulted from gross negligence, recklessness or intentional misconduct of Neurogen. Neurogen shall indemnify and hold Wyeth-Ayerst and its Affiliates and direct licensees/sublicenses harmless and forever release and discharge Wyeth-Ayerst and its Affiliates and direct licensees/sublicenses from and against all claims, demands, liabilities, damages and expenses, including attorney's fees and costs (collectively, "Liabilities") arising out of any gross negligence, recklessness or intentional misconduct by Neurogen during Neurogen's development of ADCI up to the effective date of this Agreement, including all toxicology and other preclinical studies done by Neurogen or its agents and subcontractors, including but not limited to Liabilities suffered or incurred in connection with third party claims for personal injuries or any product recall. The provisions of this Article 19 shall remain in force indefinitely following the term of this Agreement.
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. Wyeth shall have final decision making authority as described in this Section 3.4 with respect to the following matters:
Wyeth. In the event Wyeth shall be an Insolvent Party, Cardiokine may:
