Allergan. Notwithstanding anything to the contrary contained herein, Buyer, on behalf of itself and its Affiliates acknowledges that neither Allergan nor any of its Affiliates (other than the Sellers) shall have any Liability under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby, including, but not limited to, any dispute related to, or arising from, the Transferred Assets.
Allergan. Allergan" means Allergan, Inc., a Delaware corporation. In all such instances in which Allergan is referenced in this Agreement, it shall also be deemed to include a reference to each member of the Allergan Group, unless it specifically provides otherwise; Allergan shall be solely responsible to AMO for ensuring that each member of the Allergan Group complies with the applicable terms of this Agreement.
Allergan. Allergan shall defend, indemnify and hold Assembly, its Affiliates and their respective directors, officers, employees and agents (the “Assembly Indemnitees”), at Allergan’s cost and expense, harmless from and against any and all Losses incurred in connection with or arising out of any:
Allergan. Except pursuant to this Agreement, during the Research Term, neither Allergan nor any of its Affiliates shall, except as otherwise permitted in Section 7.3, (a) either alone or with or for any Third Party, Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed or (ii) the same Target to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed, or (b) grant a license or sublicense to Develop, Manufacture or Commercialize any Gene Editing Therapy in the Ocular Field directed to (i) any Ocular Indication to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed or (ii) the same Target to which any Gene Editing Therapy in any non-terminated Collaboration Development Program is directed.
Allergan. (A) bez uved ení důvodu s třicetidenní (30) písemnou výpovědí podanou Zdravotnickému zařízení, nebo (B) jiným způsobem uved eným v této Smlouvě.
c. In the event Institution or Principal Investigator have concerns abo ut the health, safety and welfare of the Study subjects, Institution shall give prompt notice to Allergan of such concerns, and may suspend enrollment of Study subjects for a period not to exceed thirty (30) calendar days (“Suspension Period”). During such Suspension Period, the parties shall evaluate the concerns raised by Institution or Principal Investigator to determine whether the Agreement should be terminated. In any event, Institution and Principal Investigator shall continue monitoring and follow-up in strict adherence to the Protocol for currently enrolled Study subjects during the Suspension Period. After the Suspension Period and following written notice, including a detailed written explanation, to Allergan, Institution may terminate this Agreement if Study subject health, safety, and welfare remain a concern to Institution of such magnitude to support such termination. c. Bude-li mít Zdravotnické zařízení nebo Hlavní zkoušející obavy o zdraví, bezpečnost a blaho Subjektu(ů) studie, Zdravotnické zařízení to oznámí neprodleně společnosti Allergan a smí zařazování Subjektů studie pozastavit na dobu nepřesah ující třicet (30) kalendářních dnů („Doba pozastavení“). Strany běh em Doby pozastavení posoudí obavy Zdravotnického zařízení nebo Hlavního zkoušejícího a rozhodnou o případném ukončení Smlouvy. Zdravotnické zařízení a Hlavní zkoušející běh em Doby pozastavení budou v každém případě pokračovat v monitorování a sledování již zařazených Subjektů studie, za přísného dodržování Protokolu. Zdravotnické zařízení může po uplynutí Doby pozastavení tuto Smlouvu ukončit doručením písemné výpovědi, včetně podrobného písemného vysvětlení, pokud bude mít stále obavy o zdraví, bezpečnost a blaho Subjektů studie v takovém rozsah u, že bud ou podporovat ukončení ze strany Zdravotnického zařízení.
d. Termination or expiration of this Agreement shall not affect any rights or obligations which have accrued prior thereto or any other rights or remedies provided at law or eq uity which either party may otherwise have. In the event of premature termination of this Agreement, Institution shall: (i) appropriately withdraw and discontinue all then-enrolled subjects, (ii) complete the Study for then-enrolled Study subjects where req uired by accepted medi...
Allergan financial personnel will close ALRT's books as of the Closing Date and ALRT will reimburse Allergan therefor in accordance with ALRT's administrative reimbursement procedures. ALRT financial records will be transferred to Ligand thirty (30) days after the Closing Date; subsequently, Ligand will have the responsibility for payment of additional ALRT invoices and reconciliation of the Cash Reserve accrual in accordance with this Agreement.
Allergan and Inspire shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions relating to the Allergan Licensed Technology owned jointly by Allergan and Allergan in the Restasis(TM) Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Restasis(TM) Territory on any such Allergan Patents or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Allergan Patents or Invention in the Restasis(TM) Territory, or (iii) the filing of any divisional or continuing patent application based on any Allergan Patents or Invention in the Restasis(TM) Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Restasis(TM) Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Restasis(TM) Territory shall cease and the license grant under Section 8 relating to such assigned patent or patent application shall terminate.
Allergan. Allergan shall defend, indemnify and hold harmless Exicure, its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Exicure Indemnitees”), at Allergan’s cost and expense, from and against any and all Losses which are incurred in connection with or arising out of any Third Party Claims against any Exicure Indemnitees arising out of or in connection with:
(a) the Development or Commercialization of Compounds or Licensed Products by Allergan, its Affiliates or Sublicensees;
(b) any breach by Allergan of the representations, warranties, obligations or covenants contained in this Agreement; or
(c) any negligence or willful misconduct of Allergan or any Allergan Indemnitees in the exercise of any of its rights or the performance of any of its obligations under this Agreement; in each case, except to the extent that such Losses are (i) subject to indemnification by Exicure pursuant to Section 11.1 above; or (ii) or attributable to the negligence or willful misconduct or breach of applicable Laws of any Exicure Indemnitee. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
Allergan. Allergan agrees to defend, indemnify and hold Contractor, its officers, employees and agents harmless against any and all losses, damages, fines, costs, claims, demands, judgments and liability to, from and in favor of third parties resulting from, or relating to Allergan performance in breach of its duties, representations or warranties under this Agreement, except to the extent that any such losses, damages, fines, costs, claims, demands, judgments and liability are due to the gross negligence, willful misconduct and/or wrongful act(s) or omission(s) of Contractor, its officers, employees or agents.
Allergan its Affiliates and each of its and their successors and assigns covenants and agrees, from and after the date of this Agreement, not to challenge by way of any judicial or administrative action in any forum, the scope, validity, or legality of any exclusive regulatory period granted by the FDA or any other Regulatory Authority with respect to any Licensed Product.
