Aventis. Shire will pay all amounts due to Third Parties in connection with the exercise of Shire's rights hereunder, including payments due to Aventis under the Aventis Agreement, such as royalties, arising from Shire's exercise of its rights under this Agreement, regardless of when incurred and regardless of whether they relate to periods prior to or after the Effective Date; provided, however, that except as set forth in Section 6.1 of this Agreement, Shire shall not be obligated to make any payments to Aventis arising under Section 7.2.3 of the Aventis Agreement.
Aventis. Aventis agrees to defend Millennium and its Affiliates, at Aventis' cost and expense, and will indemnify and hold Millennium and its Affiliates and their respective directors, officers, employees and agents (the "Millennium Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Aventis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) any sublicense and/or transfer by Aventis of the Millennium Process Technology and/or Millennium Product-Process Tool Technology, (iii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or its Affiliates or licensees to the extent that such injury is or is alleged to be the result of the use by Aventis and/or its Affiliates or licensees of the Transferred Millennium Process Technology, Millennium Research-Stage Process Technology transferred to Aventis or Aventis Improvements to Millennium Process Technology, or (iv) any personal injury resulting from the development, manufacture, use, sale or other disposition of any Oncology Vaccine Product by Aventis and/or its Affiliates or licensees. In the event of any such claim against the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing of the claim and Aventis shall manage and control, at its sole expense, the defense of the claim and its settlement. The Millennium Indemnified Parties shall cooperate with Aventis and may, at their option and expense, be represented in any such action or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventi...
Aventis. Aventis agrees to defend ImmunoGen and its Affiliates at Aventis’ cost and expense, and will indemnify and hold ImmunoGen and its Affiliates and their respective directors, officers, employees and agents (the “ImmunoGen Indemnified Parties”) harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any material breach by Aventis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the gross negligence or willful misconduct of Aventis, or (iii) injuries resulting from the development, manufacture, use, sale or other disposition by Aventis of any Product or [***](other than as set forth in Section 15.1.2(iii) below). In the event of any such claim against the ImmunoGen Indemnified Parties by any Third Party, ImmunoGen shall promptly notify Aventis in writing of the claim and Aventis shall manage and control, at its sole expense, the defense of the claim and its settlement. The ImmunoGen Indemnified Parties shall cooperate with Aventis and may, at their option and expense, be represented in any such action or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Indemnified Parties without Aventis’ prior written authorization. In addition, Aventis shall not be responsible for the indemnification or defense of any ImmunoGen Indemnified Party arising from any negligent or intentional acts by any ImmunoGen Indemnified Party or the breach by ImmunoGen of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.
Aventis shall assign, and hereby assigns, to GENTA all of its right, title and interest in and to (i) the PRODUCT TRADEMARK in the ROW and any and all other PRODUCT-specific trademarks registered by AVENTIS in the ROW; (ii) the ROW Copyrighted Works that are specific to PRODUCT; (b) shall provide GENTA copies of all reasonably necessary DATA relating to PRODUCT then being sold under this AGREEMENT; and (c) shall assign to GENTA or its designee(s), and permit GENTA or its designee(s) to reference, such of AVENTIS' filings, authorizations and the like that are necessary for GENTA or its designee(s) to continue such sales activities.
Aventis. During the Agreement Term, Aventis will provide to the Joint Technology Development Team, on at least a quarterly basis, reasonably detailed, written, confidential updates on efforts by Aventis pursuant to the Technology Development Plan, including but not limited to the identification of technology which, at the time of such update, Aventis believes in good faith it could successfully transfer to Millennium in compliance with this Article III. Notwithstanding the foregoing, Aventis need not disclose to Millennium any information which it is precluded from disclosing under any agreement or other arrangement with a Third Party; provided that Aventis shall use commercially reasonable efforts to not include any such restrictions in such agreements with Third Parties, or, if they are included, to obtain consent of such Third Party for such disclosure. The Joint Technology Development Team shall, as appropriate, modify the Technology Development Plan to reflect any agreed upon transfer of such technologies from Aventis to Millennium.
Aventis. Aventis covenants, represents and warrants that:
(a) the Specifications for each of the Aventis Products are its or its Affiliate’s property and that Aventis may lawfully disclose the Specifications to Inyx;
(b) as of the Effective Date there are no actions or other legal proceedings, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or any of the Active Ingredients, or the sale, use or other disposition of any Aventis Product made in accordance with the Specifications;
(c) the Specifications for all Aventis Products conform to all applicable cGMPs, laws and regulations;
(d) Aventis, in connection with its performance under this Agreement, shall fully comply with all applicable federal, state and local laws; and
(e) the Aventis Products, if manufactured, labeled and packaged in accordance with the Specifications and in compliance with applicable cGMPs, may be lawfully sold and distributed in every jurisdiction in which Aventis markets such Aventis Products.
Aventis. Aventis shall keep complete and accurate records pertaining to its promotion of the Product in sufficient detail to permit PharmaNetics to confirm Aventis’ efforts to actively promote the Product as described in Section 4.5.5 herein. Such records shall include all information collected by Aventis relating to the Product, including but not limited to information documenting (1) the training of Aventis’ Advanced Therapeutics sales force on the operation and promotion of the device and (2) the adequate provision of promotional materials to the Aventis sales force necessary for the promotion of the Product. Such records shall be maintained for the longer of: (a) 4 years following the year in which any such efforts were made hereunder and (b) such longer period as may be required by law.
