Amgen. Amgen agrees, at Amgen’s cost and expense, to defend, indemnify and hold harmless Infinity and its Affiliates and their respective directors, officers, employees and agents (the “Infinity Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Amgen of any of its representations, warranties or obligations pursuant to the Prior Agreement or this Agreement, (b) the gross negligence or willful misconduct of Amgen or (c) injuries resulting from Amgen’s activities conducted in connection with the Prior Agreement or this Agreement or from the development, manufacture, use, sale or other disposition by Amgen of any product containing a Program Compound, or any other product or service offered by Amgen, its Affiliates and/or its licensees or collaborators (other than Infinity) outside of activities conducted in connection with the Prior Agreement or this Agreement. In the event of any such claim against the Infinity Indemnified Parties by any Third Party, Infinity shall promptly notify Amgen in writing of the claim and Amgen shall manage and control, at its sole expense, the defense of the claim and its settlement. The Infinity Indemnified Parties shall cooperate with Amgen and may, at their option and expense, be separately represented in any such action or proceeding. Amgen shall not be liable for any litigation costs or expenses incurred by the Infinity Indemnified Parties without Amgen’s prior written authorization. In addition, Amgen shall not be responsible for the indemnification or defense of any Infinity Indemnified Party to the extent arising from any negligent or intentional acts by any Infinity Indemnified Party or the breach by Infinity of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.
Amgen. During the seven (7) year period following the Effective Date, Amgen shall not clinically develop or commercialize, itself or through its Affiliates or a Third Party (or license to a Third Party the express and specific right to clinically develop or commercialize) (i) any BAFF Peptibody; or (ii) any molecule containing or comprising the peptide amino acid sequence set forth in Exhibit C. Upon the seventh anniversary of the Effective Date, the obligations set forth in this Section 2.4(a) shall terminate. Notwithstanding this Section 2.4(a), nothing in this Agreement shall limit or prohibit Amgen or its Affiliates from clinically developing or commercializing (or licensing to a Third Party) any molecule other than Licensed Molecule or Licensed Products (including any peptibody molecule other than Licensed Molecule or Licensed Products) obtained through the acquisition of a Third Party or division thereof by Amgen or its Affiliates (whether by stock purchase, asset purchase, merger, or otherwise), so long as such acquisition was not solely made to acquire a BAFF Peptibody. Further, nothing in this Agreement shall prohibit, limit or restrict the right of Amgen or its Affiliates to grant licenses under the Other Licensed Patents to Third Parties that are not specific to, or do not specifically exclude, the molecules in clause (i) or (ii) of this Section 2.4(a).
Amgen. “Amgen” means Amgen Inc., a Delaware corporation.
Amgen. Upon the Default by Amgen under this Agreement, Progenitor may terminate this Agreement by written notice to Amgen and upon Amgen's receipt of such notice, all licenses under the Licensed Patents granted to Amgen and its Affiliates hereunder will revert to Progenitor.
Amgen. It is agreed that Amgen will grant to Kirin-Amgen an ----- exclusive worldwide royalty free license to the Amgen Core Technology (as defined in the Technology Agreement) in the Field of Activity (as defined in the Technology Agreement), as of the Effective Date hereof.
Amgen. Upon any Default by Amgen under this Agreement, InterMune may notify Amgen in writing of such Default and require that Amgen cure such Default within [***] days, or, if such Default cannot reasonably be cured within such time period, present a reasonably achievable plan to cure such Default as promptly as is reasonably practicable under the circumstances. In the event Amgen shall not have cured the Default at the end of the [***] grace period, InterMune may [***] or (ii) terminate this Agreement effective upon a second written notice to Amgen. If Amgen fails to cure a Default as described in clause (i) of the foregoing sentence within [***] after such written notice, then any [***] and InterMune shall be relieved of its obligations pursuant to [***] but the other provisions of this Agreement (including without limitation Section 6.4) shall remain in full force and effect.
Amgen. In the event of a Representation Default or a Performance Default by Amgen that shall not have been cured within the period set forth in Section 12.4(a) after receipt of a Notice of Default (or Amgen shall not have presented a reasonably achievable plan to cure such Default as promptly as is reasonably practicable under the circumstances), Hyseq, at its option, may terminate this License Agreement upon sixty (60) days prior written notice. In addition, in the event of termination pursuant to such uncured Representation Default as provided in the foregoing sentence, Hyseq will be entitled to receive a refund of all money paid.
Amgen. Amgen may terminate this Agreement immediately upon giving notice to PD if (i) PD fails to provide Processing in accordance with Section 2.1 or (ii) Amgen property rejects, pursuant to Section 2.7, two (2) consecutive Batches or four (4) Batches within two (2) months for other than force majeure causes. To be effective, Amgen shall provide notice of termination within seventy-five (75) days after (i) the end of the quarter in which PD has failed to provide Processing in accordance with Section 2.1 or (ii) the date of notice of rejection of the Batch which gives rise to the right of termination. Upon the termination of this Agreement by Amgen pursuant to this subsection (a), PD shall within thirty (30) days refund to Amgen any portions of the Reservation Fee which have not been applied to Processing services hereunder prior to the date of termination.
Amgen. During the term of this Agreement, Amgen will promptly disclose to Guilford and Guilford will disclose to Holdings all inventions, techniques and discoveries (whether patentable or not) included in Amgen Guilford-Derived Technology and Joint Technology.
Amgen. In addition pursuant to Section 10.6(a) above, Amgen shall have the right to disclose (i) Guilford Confidential Information in Developing and Commercializing Licensed Products under terms of confidentiality consistent with those contained in this Agreement and (ii) Joint Confidential Information in Developing and Commercializing Licensed Products as deemed necessary by Amgen.
