Xencor Clause Samples
Xencor. Xencor represents, warrants and covenants to Cardinal Health for the duration of the Term that:
A. It has all necessary authority and all right, title and interest in and to any Intellectual Property related to each Product, or that is otherwise provided by Xencor, under this Agreement;
B. It has provided all safe handling instructions; health and environmental information and material safety data sheets applicable to the Product or to and any Xencor-Supplied Materials, except as disclosed to Cardinal Health in writing by Xencor in sufficient time for review and training by Cardinal Health prior to delivery;
C. All Product delivered to Xencor by Cardinal Health will be held, used and/or disposed of by Xencor in accordance with all Applicable Laws; and
D. Xencor will comply with all Applicable Laws applicable to Xencor’s performance under this Agreement and its use of any materials or Products provided by Cardinal Health under this Agreement or any SOW.
Xencor. A. During the Term of this Agreement, Xencor shall obtain and maintain the following insurance with limits not less than those specified below:
i. Commercial General Liability insurance with a limit of […***…] Dollars ($[…***…]) per occurrence.
ii. Products and Completed Operations Liability insurance with a limit of […***…] Dollars ($[…***…]) per occurrence (to be maintained only immediately prior to and during use of Product in humans).
iii. Worker’s Compensation and Employers Liability Insurance with statutory limits for Workers’ Compensation and Employers’ Liability limits of […***…] Dollars ($[…***…]) per accident.
iv. All Risk Property Insurance, including transit coverage, in an amount equal to full replacement value covering Xencor’s property while it is at Cardinal Health’s facility or in transit to or from Cardinal Health’s facility.
B. In the event that any of the required policies of insurance are written on a claims made basis, then such policies shall be maintained during the entire period of this Agreement and for a period of not less than […***…] following the termination or expiration of this Agreement.
C. Xencor shall waive subrogation rights against Cardinal Health for Workers’ compensation benefits and shall obtain a waiver from any insurance carriers with which Xencor carries workers’ compensation insurance releasing their subrogation rights against Cardinal Health.
▇. ▇▇▇▇▇▇▇▇ Health, Inc. and its subsidiaries and affiliates shall be named as additional insureds under the Commercial General Liability and
Xencor. As between the Parties, Xencor shall solely own (a) the Xencor IP (other than Program IP) and (b) Xencor Core Inventions;
Xencor. Xencor shall require all of its employees, contractors and agents, and any Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Xencor any Know-How and other intellectual property (together with all Patents and other intellectual property rights therein) developed, conceived, or reduced to practice by such employees, contractors or agents or Third Parties; provided, that, in the case of any such Third Parties, to the extent that an assignment of such intellectual property cannot be obtained, then (i) licenses sufficient to enable the Development, Commercialization and Manufacturing of Collaboration Constructs and Collaboration Products hereunder and, (ii) with respect to PD1 Component Know-How or IL-15 Component Know-How disclosed or claimed in any Genentech Non-Collaboration PD1/IL-15 Patent, and with respect to Genentech Non-PD1 Component IP, licenses sufficient to enable the Development, Commercialization and Manufacturing of any construct and any product for all uses, shall satisfy the obligations of this Section 10.3.1. [***].
Xencor. Xencor agrees to indemnify, defend and hold INmune and its Affiliates and their respective directors, officers, employees, agents and their respective heirs and assigns (the “INmune Indemnitees”) harmless from and against any Liabilities arising, directly or indirectly, out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to any material breach by Xencor of its representations, warranties and covenants made in this Agreement or the gross negligence or willful misconduct of any Xencor Indemnitee, except, in each case, to the extent such Liabilities result from a material breach by INmune of any representation, warranty or covenant made by INmune in this Agreement, or the gross negligence or willful misconduct of INmune.
Xencor. Xencor shall require all of its employees, contractors and agents, and any Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Xencor any Know-How and other intellectual property (together with all Patents and other intellectual property rights therein) developed, conceived, or reduced to practice by such employees, contractors or agents or Third Parties; provided, that, in the case of any such Third Parties, to the extent that an assignment of such intellectual property cannot be obtained, then licenses sufficient to enable the Development, Commercialization and Manufacturing of Collaboration Constructs and Collaboration Products hereunder shall satisfy the obligations of this Section 10.3.1. [***].
Xencor. (a) Notwithstanding Section 12.6.1, in the event that Xencor or its Affiliates acquire a Third Party or a portion of the business of a Third Party (whether by merger, stock purchase, purchase of assets, in-license or other means) (a “Third Party Acquisition”) that is, prior to such acquisition, conducting a research, development or commercialization program that, if conducted by Xencor at such time, would be a breach of Xencor’s exclusivity obligation in Section 12.6.1 (a “Xencor Competing Program”), Xencor will use Commercially Reasonable Efforts to divest such Xencor Competing Program promptly following the closing of such acquisition, and in any event will complete such divestment [...***...], provided that (i) [...***...] will be extended if, at the expiration of such time period (and any extensions thereto), Xencor provides competent evidence of reasonable on-going efforts to divest such Xencor Competing Program, (ii) Xencor may conduct the Xencor Competing Program independently of Xencor’s activities under this Agreement during such time period and without any use of any Restricted Technology, and (iii) Xencor will cease all research, development and commercialization activities with respect to such Xencor Competing Program if Xencor has not completed such divestment within one year after the closing of such acquisition (it being understood that Xencor may thereafter continue its efforts to divest such asset). Xencor will not be deemed in breach of Section 12.6.1 with respect to such Xencor Competing Program so long as Xencor complies with the terms of this Section 12.6.2.1.
(b) In the event of a Change of Control of Xencor, the exclusivity obligations of Xencor set forth in Section 12.6.1.1 will apply to and bind the Third Party referred to in the definition of Change of Control and its Affiliates. Notwithstanding the foregoing, if any activities of the Third Party or its Affiliates as of the date of the closing of such Change of Control would
constitute a Xencor Competing Program with respect to any Regional Target Pair, Regional Licensed Antibody or Regional Licensed Product, Optioned Target Pair, Optioned Licensed Antibody or Optioned Licensed Product, the provisions of Section 12.6.2.1 shall apply mutatis mutandis, unless:
(i) in the case of a Xencor Competing Program with respect to an Optioned Target Pair, Optioned Licensed Antibody or Optioned Licensed Product, Xencor elects by written notice to Novartis [...***...], or
(ii) in the case of a ...