Bayer Indemnitee definition

Bayer Indemnitee has the meaning contained in Section 11.2.
Bayer Indemnitee means Bayer, its Affiliates, its Sublicensees, and each of their respective directors, officers, employees, and agents.

Examples of Bayer Indemnitee in a sentence

  • The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

  • In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing.

  • Disputes arising under or in connection with this Agreement shall be resolved pursuant to this Section 10.6; provided, however, that in the event a dispute cannot be resolved without an adjudication of the rights or obligations of a Third Party (other than a Bayer Indemnitee or Aegerion Indemnitee identified in Sections 8.6(a) or 8.6(b), as applicable), the dispute procedures set forth in this Section 10.6 shall be inapplicable as to such dispute.

  • The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED.

  • In the event that any Indemnitee (either a Bayer Indemnitee or a Symyx Indemnitee) intends to claim indemnification under this Article 12 it shall promptly notify the other party in writing of such alleged Liability.

  • The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED.

  • Nuvelo’s obligation to Indemnify the Bayer Indemnitees pursuant to this Section 14.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Bayer Indemnitee; (ii) that arise from Bayer’s material breach of any representation, warranty, covenant or obligation under this License Agreement; or (iii) for which Bayer is obligated to Indemnify the Nuvelo Indemnitees pursuant to Section 14.2 of this License Agreement.

  • Nuvelo will be relieved of its obligations only if any failure by the Bayer Indemnitee to deliver prompt notice will have been prejudicial to its ability to defend such claims, suits, actions or demands.

  • The coordination will follow the lines described in this document, nevertheless, according specificities of context or timing, new adaptations can be done.

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