Baxter Sample Clauses

Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

Baxter each Baxter Subsidiary, and their respective successors and assigns; (2) all Persons who at any time are or have been shareholders, directors, officers, agents or employees of Baxter or a Baxter Subsidiary (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns; and (3) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of Baxalta or a Baxalta Subsidiary or designated to be employees of Baxalta or a Baxalta Subsidiary upon the transfer to Baxalta of the applicable Deferred Baxalta Local Business, in each such case from: (i) all Baxalta Liabilities; and (ii) all Liabilities existing or arising: (A) in connection with the implementation of the Separation and the Distribution; or (B) from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Baxalta Business, the Baxalta Assets or the Baxalta Liabilities; provided, however, that nothing in this Section 4.01(a) shall release the Persons released in this Section 4.01(a) from: (x) any Liability (or right or obligation in respect thereof) expressly allocated to Baxter or a Baxter Subsidiary in this Agreement (including the indemnification obligations in Section 4.03 and the contribution obligations in Section 4.07), any Ancillary Agreement or any other agreement, arrangement, commitment or understanding to the extent expressly preserved by the express terms of this Agreement; (y) any intercompany receivables or payables that are not settled, capitalized, cancelled, assigned or assumed by Baxalta or one or more Baxalta Subsidiaries prior to the Effective Time; or (z) any Liability the release of which would result in the release of any Person other than the Persons released in this Section 4.01(a), and, provided, further, that nothing in this Section 4.01(a) shall relieve any Person released in this Section 4.01(a) who, after the Effective Time, is a director, officer or employee of Baxalta or a Baxalta Subsidiary and is no longer ...

Baxter is among other pharmaceutical activities engaged in the formulation, filling, inspection, labeling and packaging of pharmaceutical products for various pharmaceutical companies including competitors of Client and Baxter;

Baxter shall have the first right to respond to, defend or prosecute any actions taken to defend any alleged or threatened infringement, misappropriation or any other violation by a third party of Xxxxxx'x rights under the license granted in Section 3.1 of this Agreement. It is understood that such action may include defending against a nullity action or similar action or causes of action taken by such third party in such proceedings or actions. Nexell agrees to cooperate with Baxter and its legal counsel, join in suits or actions that may be brought by Baxter, at Xxxxxx'x request, allow itself to be named as a party, at Xxxxxx'x request, and be available at Xxxxxx'x reasonable request to be an expert witness or otherwise to assist in such proceedings. If Baxter elects to respond to, defend, prosecute or settle any such actions, challenges, infringements, misappropriations or proceedings by a third party alleging infringement, misappropriation or violation of Xxxxxx'x rights as described above then: (i) Baxter shall bear all legal fees and other costs and expenses associated with such response or defense, including those incurred by Nexell at Xxxxxx'x request; and (ii) Baxter shall keep all amounts recovered from third parties in connection with such response or defense. Furthermore, Baxter shall have the right to license such Licensed Intellectual Property in connection with any settlement of any such claim, with the prior written consent of Nexell (such consent not to be unreasonably withheld or delayed). Baxter shall have six (6) months to elect to respond to, defend or prosecute any such allegations of infringement, misappropriation or violation of rights. If Baxter declines to respond to, defend or prosecute any such action within such six (6) month period, then Nexell shall have the right to elect to bring any necessary action to defend or prosecute any such allegations of infringement, misappropriation or violation of rights. Notwithstanding anything to the contrary set forth in this Section 6.2, it is understood that nothing contained in this Section 6.2 shall limit, impose any additional obligation on or otherwise alter Nexell's obligation to indemnify Baxter under the Distribution and License Agreement or this Agreement.

Baxter and Xxxxx entered into a Supply Agreement dated July 15, 2008 such Supply Agreement is contained herein as Exhibit E, whereby Baxter has agreed to supply Tisseel™ VHSD fibrin sealant Kit (the “Tisseel”) to Buyer (“Original Agreement”); and

Baxter shall defend, indemnify and hold harmless Xxxxx and Teva and their successors, assigns, affiliates, directors, officers, agents and employees (collectively “Buyer”. For the purposes of this Article), from and against any and all liabilities, losses, damages and expenses (including attorney’s fees) as the result of claims, demands, costs or judgments which may be made or instituted against any of them by third parties arising out of (i) Xxxxxx’x failure to manufacture the Tisseel to FDA approved specifications, and (ii) claims that the Tisseel infringes the intellectual or other property rights of any third party. Baxter shall have the right to control the defense of any action that is to be indemnified by Baxter hereunder, including the right to select counsel reasonably acceptable to Buyer to defend Buyer, and to settle any claim. Baxter will not enter into any settlement that would admit any fault of Xxxxx without the prior written consent of Xxxxx. The provisions of this Article 8(b) shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and Buyer’s obligation hereunder shall apply whether or not such claims are rightfully brought.

Baxter. Retained Employees and any Former Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, (b) Baxalta Employees who do not at any time become Transferred Employees (and their covered dependents) who incur a qualifying event under COBRA on, prior to, or following the Distribution Date, and (c) other Baxalta Employees (and their covered dependents), with respect to qualifying events under COBRA incurred prior to or on the applicable Transfer Date. Baxalta shall assume responsibility for compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Baxalta Health and Welfare Plans with respect to any Transferred Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Baxalta Health and Welfare Plans after their respective Transfer Dates. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Baxter agrees to pay, perform, discharge or otherwise satisfy, or cause to be paid, performed, discharged or otherwise satisfied the obligations under the License Agreement arising on or after the date hereof with respect to any Products sold by Baxter by transmitting any and all payments and reports directly to Licensor, with simultaneous written notice thereof to Nexell.

Baxter may assign the Agreement in whole in connection with (i) a sale of all or substantially all of the assets of Baxter so long as Baxter remains directly liable for all obligations hereunder and the assignee assumes all the obligations of Baxter thereto or (ii) a sale of a product line or other part of the business responsible for providing the applicable services under the Ancillary Agreements, so long as Baxter remains directly liable for all obligations hereunder and the assignee assumes all of the obligations of Baxter thereto.

Baxter and Baxalta each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed.