Biogen. Biogen will be solely responsible for all Third Party Payments associated with any license agreement or other agreement of Biogen or any of its Affiliates that exists as of the Effective Date under which Biogen or such Affiliate has obtained rights to any Biogen Background Technology.
Biogen. Subject to Sections [**], during the Term, Biogen will not, and will cause its Affiliates not to (a) alone or with any Affiliates or Third Parties Develop, Manufacture, perform Medical Affairs Activities with respect to or Commercialize a Competing Product in the Field in the Territory, or (b) enter into an agreement or other arrangement with any Third Party pursuant to which Biogen or one of its Affiliates grants such Third Party any license or other rights to Develop, Manufacture, perform Medical Affairs Activities with respect to or Commercialize a Competing Product in the Field in the Territory.
Biogen for itself and its successors and assigns, hereby covenants that, at any time and from time TO time after delivery of this instrument, at Schering's request and expense but without further consideration, Biogen will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all and every such further acts, conveyances, instruments, transfers, assignments, powers of attorney and assurances as reasonably may be required for the better assuring, conveying, transferring, confirming and vesting in or to Schering, the Assigned Patent Rights or to enable Schering, its successors and assigns, to realize upon or otherwise to enjoy the Assigned Patent Rights.
Biogen shall keep, and shall cause each of its AFFILIATES to keep, full and accurate books of account containing all particulars relevant to its sales of PRODUCTS that may be necessary for the purpose of calculating all compensation payable to CVT hereunder. Such books of account shall be kept at their principal place of business and for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection by an independent certified public accountant reasonably acceptable to BIOGEN, upon reasonable notice during normal business hours at CVT's expense for the sole purpose of verifying compensation due under this Agreement. In the event the inspection determines that compensation due CVT for any period has been underpaid by [ * ] or more, then BIOGEN shall pay for all costs of the inspection, otherwise the costs of the inspection shall be borne by CVT. In all cases, BIOGEN shall pay to CVT any underpaid compensation promptly and CVT shall promptly pay to BIOGEN any overpaid compensation. All information and data reviewed in the inspection shall be used only for the purpose of verifying compensation due and shall be treated as BIOGEN Confidential Information subject to the obligations of this Agreement. No audit by an agent of CVT shall occur more frequently than once during any twelve (12) month period.
Biogen. (a) To Subcontractors. Biogen may grant a sublicense of the rights granted by Sage to Biogen under Section 8.1.1 (License Grant to Biogen; Sage Retained Rights) in the Profit-Share Territory to a Subcontractor engaged in accordance with Section 3.9 (Development Subcontracts) or Section 5.14 (Commercialization Subcontracts), as applicable, to perform Biogen’s responsibilities or exercise Biogen’s rights, in each case, under any Joint Development Plan, Joint Medical Affairs Plan, Joint Commercialization Plan or Manufacturing Plan or any Supply Agreement.
Biogen. The term “
Biogen. Biogen shall have the initial right, but not the obligation, to take reasonable legal action to enforce and defend the Collaboration Technology against Subject Infringements by Third Parties at its sole cost and expense. If, within six (6) months following a request by Sunesis to do so, Biogen fails to take such action to enforce the Collaboration Patents with respect to a Subject Infringement, Sunesis or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
Biogen. Biogen shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent resulting from: (i) the manufacture, use, sale, handling or storage of Products, Abandoned Compounds or Mutated Targets by Biogen or its Affiliates or Sublicensees or other designees; or (ii) the material breach by Biogen of the representations and warranties [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. made in this Agreement; except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Sunesis, negligence or intentional misconduct of Sunesis.
Biogen. Biogen represents, warrants and undertakes to Vir that, unless otherwise agreed to by the Parties in the SOW:
8.1.1 Biogen has the full power and right to enter into this Agreement and there are no outstanding agreements, assignments, licenses, encumbrances or rights of any kind held by any Third Party, private or public, that are inconsistent with the provisions of this Agreement;
8.1.2 Biogen shall perform all Services in accordance with all Applicable Laws;
8.1.3 Biogen will not in the performance of its obligations under this Agreement use the services of any person debarred or suspended under 21 U.S.C. §335(a) or (b);
8.1.4 at the time of delivery by Biogen as provided in Section 2.10, Drug Substance or Drug Product [***];
8.1.5 with respect to each SOW, [***];
8.1.6 with respect to each SOW, [***]; and
8.1.7 no transactions or dealings under this Agreement shall be conducted with or on behalf of an individual or entity that is designated as the target of any sanctions, restrictions or embargoes administered by the United Nations, European Union, United Kingdom or the United States of America.
