ZIOPHARM Indemnitees has the meaning set forth in Section 9.1.

ZIOPHARM Indemnitees has the meaning set forth in Section 9.1. ARTICLE 2 LICENSES AND EXCLUSIVITY 2.1License to Ziopharm for Licensed Products. (a)License to Ziopharm for Exclusive Products. Precigen hereby grants Ziopharm (i) an exclusive (even as to Precigen and its Affiliates except as provided in Section 2.1(c) below), royalty-bearing license, with the right to sublicense through multiple tiers in accordance with Section 2.1(d), under the Licensed Intellectual Property (other than the Switch Intellectual Property and the Adenovirus Production Patents) to research, develop, make, have made, use, sell, have sold, offer for sale and import Exclusive Products in the Field in the Territory, (ii) a non-exclusive license, with the right to sublicense in accordance with Section 2.1(d), under the Switch Intellectual Property to research, develop, make, have made, use, sell, have sold, offer for sale and import Exclusive Products in the Field in the Territory and (iii) a non-exclusive Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Confidential license, with right to sublicense in accordance with Section 2.1(d), under the Adenovirus Production Patents to research, develop, make, have made, use, sell, have sold, offer for sale and import IL-12 Products in the Field in the Territory. For clarity, the foregoing license grant includes the right to make and have made Activator Ligands and Accessory Material Agents for use in connection with Licensed Products in the Field. (b)License to Ziopharm for Accessory Material Agents and Non-Exclusive Products. Precigen hereby grants Ziopharm (i) a non-exclusive, royalty-bearing license, with the right to sublicense through multiple tiers in accordance with Section 2.1(d), under the Licensed Intellectual Property to research, develop, make, have made, use, sell, have sold, offer for sale and import Non-exclusive Products in the Field in the Territory and (ii) an exclusive license, with the right to sublicense in accordance with Section 2.1(d), under the Sleeping Beauty Intellectual Property to research, develop, make, have made, use, sell, have sold, offer for sale and import TCR Non-Exclusive Products in the Field in the Territory. For clarity, the foregoing license grant includes the right to make and have made Activato...

ZIOPHARM Indemnitees has the meaning set forth in Section 9.1. 1.60 “ZIOPHARM Product” means any product in the Field that is created, produced, developed, or identified directly or indirectly by or on behalf of ZIOPHARM during the term of this Agreement, whether through use or practice of Intrexon Channel Technology or the Intrexon Materials or otherwise, including, without limitation, any products that are the subject of the Existing Cancer Programs. 1.61 “ZIOPHARM Program Patent” has the meaning set forth in Section 6.2(b). 1.62 “ZIOPHARM Termination IP” means all Patents or other intellectual property that ZIOPHARM or any of its Affiliates Controls as of the Effective Date or during the Term that Cover, or is otherwise necessary or useful for, the development, manufacture or commercialization of a Reverted Product or necessary or useful for Intrexon to operate in the Field. ARTICLE 2 Scope of Channel Partnership; Management 2.1

Examples of ZIOPHARM Indemnitees in a sentence

The foregoing indemnity obligation shall not apply to the extent that (i) the Ziopharm Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and Precigen’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from or is based on any activity set forth in Section 9.2(c) or 9.2(d) for which Ziopharm is obligated to indemnify the Precigen Indemnitees under Section 9.2. 9.
The foregoing indemnity obligation shall not apply to the extent that (i) the Precigen Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and Ziopharm’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from or is based on any activity set forth in Section 9.1(c) or 9.1(d) for which Precigen is obligated to indemnify the Ziopharm Indemnitees under Section 9.1. 9.

Related to ZIOPHARM Indemnitees

Company Indemnitees shall have the meaning set forth in Section 5.02.
Licensee Indemnitees has the meaning set forth in Section 11.2.
Licensor Indemnitees has the meaning set forth in Section 9.1.
SpinCo Indemnitees shall have the meaning set forth in Section 4.3.
Seller Indemnitees has the meaning set forth in Section 8.03.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Parent Indemnitees has the meaning set forth in Section 8.02.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Investor Indemnitees shall have the meaning set forth in Section 5.01.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Company Indemnitee has the meaning set forth in Section 7.2(b).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnitees has the meaning specified in Section 10.04(b).

ZIOPHARM Indemnitees definition

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