Morphic definition
Examples of Morphic in a sentence
Morphic shall provide all assistance and documents reasonably requested by AbbVie in support of its prosecution, registration, and maintenance of the Product Trademarks.
Morphic shall treat all information subject to review under this ARTICLE 7 in accordance with the confidentiality provisions of ARTICLE 9.
If it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an AbbVie Indemnitee or Morphic Indemnitee, as applicable, from and against a Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Losses incurred by the Indemnifying Party in its defense of such Third Party Claim.
Morphic shall provide prompt and reasonable assistance, as requested by [***] and at [***] expense, including by taking such action as patent holder as is required under any Applicable Law to help [***] obtain such extension or supplementary protection certificate.
With respect to each Research Target, Morphic shall use Commercially Reasonable Efforts to achieve the objectives of the Research Plan for such Research Target as soon as reasonably practicable.
All rights and licenses granted under or pursuant to this Agreement by AbbVie or Morphic are and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code.
To Morphic’s Knowledge, there is no Information owned by or otherwise in the possession or control of Morphic or any of its Affiliates that relates to and was used by or on behalf of Morphic or its Affiliates to Develop any Research Product, any Research Target, any small molecule antagonist Directed to any Research Targets, any ROFN Target, any small molecule antagonist Directed to any ROFN Target or the Exploitation of any of the foregoing that is not within the Morphic Know-How.
As between the Parties, [***] shall have the sole right to make all filings with Regulatory Authorities in the Territory solely with respect to the AbbVie Patents, Morphic Patents, and Joint Patents that claim any Licensed Compound or Licensed Product or the Exploitation of such Licensed Compound or Licensed Product, including as required or allowed in the United States or other jurisdictions.
Morphic shall respond promptly through its designated representative and in any event no later than [***] after receipt of such proposed publication or presentation or such shorter period as may be required by the publication or presentation.
Morphic shall indemnify AbbVie, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “AbbVie Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of [***].