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Bayer Sample Clauses

Bayer. Bayer hereby covenants that (a) during the term of this Agreement, and (b) for a period of […***…] after termination of this Agreement if terminated by Bayer for convenience pursuant to Section 9.2, Bayer and its Affiliates, either on their own or in collaboration with a Third Party, shall not conduct clinical development of or Commercialize […***…], other than the Licensed GT Products or any Compound/Vector used therein under this
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Bayer. Bayer agrees to indemnify, defend and hold Symyx and its Affiliates and their directors, officers, employees, agents and their respective successors, heirs and assigns (the "Symyx Indemnitees") harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys' and professional fees and other expenses of litigation) (collectively, "Liabilities") arising, directly or indirectly out of or in connection with third party claims, suits, actions, demands or judgments, including without limitation, personal injury, product liability, patent infringement (other than claims of infringement of Symyx patents licensed to Bayer under this Agreement) and trade secret misappropriation matters, suits, actions or demands relating to (i) any Agreement Compounds or Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Bayer, its Sublicensees or other designees (including, without limitation, product liability claims and patent infringement claims ) other than claims of infringement of Symyx patents licensed to Bayer under this Agreement), (ii) Bayer's performance of the Research Program, and (iii) any breach by Bayer of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Symyx.
Bayer. Bayer represents and warrants that: (i) it has the authority and right to enter into this Agreement and to perform all of its obligations hereunder; and (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms.
Bayer. Bayer will, and will cause its Affiliates to, give all notices to, make all filings with and use its commercially reasonable efforts to obtain all authorizations, consents or approvals from, any Governmental Authority or other Person that are set forth on Schedule 7.3 and Schedule 7.4.
Bayer at its sole discretion, reserves the right to limit the number of Bayer Meters provided at no cost to Distributor during the term of this Agreement.
Bayer as Bayer would normally use to accomplish a similar objective under similar circumstances, as to a potential or actual product that is important to such Person’s overall strategy or Objectives, taking into account, without limitation, with respect to each Licensed Agent or Licensed Product, (a) issues of safety, efficacy, product profile, (b) likelihood of receiving Marketing Approval for the applicable Product, (c) potential to accelerate the development and regulatory timelines for the Licensed Product, (d) regulatory structure involved, (e) Regulatory Authority-approved labeling, (f) market potential of the Licensed Product, (g) potential benefit of the Licensed Product to patients with the relevant indication, (h) competitiveness in the marketplace, (i) proprietary position and (j) other relevant scientific, technical and business factors deemed relevant by the applicable Party. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one country that have an effect on achieving the relevant Objective in another country shall be considered in determining whether Commercially Reasonable Efforts have been applied in such other countries.
Bayer. Bayer shall have the right to select the Bayer Exclusive Proteins to be removed from the list of Bayer Exclusive Proteins on each of the first, second, and third anniversaries of the Closing Date by written notice to Maxygen on or before the applicable anniversary. If Bayer does not provide written notice identifying the proteins to be removed from the list of Bayer Exclusive Proteins on or before the applicable anniversary of the Closing Date (and/or if Bayer identifies less than proteins to be removed on the applicable anniversary), then (A) Maxygen may at any time after the applicable anniversary of the Closing Date request in writing that Bayer identify the proteins to be removed pursuant to Section 2.5.2, Section 2.5.3 and/or Section 2.5.4 as applicable; (B) Bayer shall have fifteen (15) days after receipt of such a notice to identify the proteins to be removed from the list of Bayer Exclusive Proteins; and (C) if Bayer does not identify the proteins to be so removed (and/or if Bayer identifies less than the required number of proteins), then proteins (if any) identified by Bayer shall first be removed, and thereafter the first listed of the remaining Bayer Exclusive Proteins, and then the next listed of the remaining Bayer Exclusive Proteins, and so on in the order in which the remaining proteins are listed in Schedule 1.6, shall be removed until a total required number of proteins have been removed from the list as of the applicable anniversary of the Closing Date.
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Bayer. Science For A Better Life Bayer is a global enterprise with core competencies in the Life Science fields of health care and agriculture. Its products and services are designed to benefit people and improve their quality of life. At the same time, the Group aims to create value through innovation, growth and high earning power. Xxxxx is committed to the principles of sustainable development and to its social and ethical responsibilities as a corporate citizen. In fiscal 2015, the Group employed around 117,000 people and had sales of EUR 46.3 billion. Capital expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.3 billion. These figures include those for the high-tech polymers business, which was floated on the stock market as an independent company named Covestro on October 6, 2015. For more information, go to xxx.xxxxx.xxx.
Bayer. Bayer represents, warrants and covenants as of the Effective Date that: (a) the patents and patent applications described in Exhibits 1.44.A and 1.44.B are the only patents and patent applications owned or Controlled by Bayer or its Affiliates that, if not for this Agreement, would be infringed by the use of the Licensed Technology or Bayer Compounds for Development, use, Manufacture or Commercialization of Licensed Products; (b) Bayer and its Affiliates exclusively Control all right, title and interest in and to the Licensed Patents, and Bayer has all authorizations from its Affiliates to grant the licenses under the Licensed Patents to Vincera in accordance with its obligations under this Agreement; the Affiliates and other co-owners and co-applicants of such Licensed Patents do not have the ability to revoke or modify against Bayer’s direction those Licensed Patents in a way that would conflict with Bayer’s obligations under this Agreement; (c) Neither Bayer nor its Affiliates have previously (i) licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under the Licensed Patents Rights, or (ii) granted any rights to any Third Party which in any way legally conflict with the licenses and rights granted to Vincera under this Agreement; (d) The Licensed Patents are free and clear of any liens, charges and encumbrances that would conflict with the license grants to Vincera hereunder; (e) Neither Bayer nor its Affiliates have received any written notice of any existing or threatened actions, suits or other proceedings pending against it with respect to the Licensed Patents, Licensed Compound or Licensed Product; (f) Neither Bayer nor its Affiliates have received written notice from a Third Party claiming that a patent owned by such Third Party would be infringed by the manufacture, use, sale, offer for sale or import of the Licensed Compound or Licensed Product in the Territory; (g) To the knowledge of Bayer, the Licensed Patents and Licensed Know-How include all Know-How owned or licensed by Bayer and its Affiliates that is required to Develop, use, Manufacture and Commercialize the Licensed Products in the Field in the Territory; (h) To the knowledge of Bayer, the Exclusive Technology and Non-Exclusive Technology Controlled by Bayer and its Affiliates includes all technology that is necessary or reasonably useful to Develop, use, Manufacture and Commercialize the Licensed Products comprising a Bayer Compound in the Field...
Bayer. Bayer agrees to defend CuraGen and its Affiliates at its cost and expense, and will indemnify and hold CuraGen and its Affiliates and their respective directors, officers, employees and agents (the "CuraGen Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim relating to (i) any breach by Bayer of any of its representations, warranties or obligations pursuant to this Agreement or (ii) personal, injury from the development, manufacture, use, sale or other disposition of any product or service offered by Bayer and/or its licensees or collaborators. In the event of any such claim against the CuraGen Indemnified Parties by any Third Party, CuraGen shall promptly notify Bayer in writing of the claim and Bayer shall manage and control, at its sole expense, the defense of the claim and its settlement. The CuraGen Indemnified Parties shall cooperate with Bayer and may, at their option and expense, be represented in any such action or proceeding. Bayer shall not be liable for any litigation costs or expenses incurred by the CuraGen Indemnified Parties without Bayer's prior written authorization. In addition, Bayer shall, not be responsible for the indemnification of any CuraGen Indemnified Party arising from any negligent or intentional acts by such party, or as the result of any settlement or compromise by the CuraGen Indemnified Parties without Bayer's prior written consent.
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