BMS Sample Clauses
BMS. BMS shall be the sole owner of any inventions and information resulting from BMS’ use of the Accepted Cell Lines, including any Products, but excluding all Improvements. BMS shall have the sole responsibility, at its discretion, for patent prosecution and choice of patent counsel in relation to such BMS-owned inventions and the Products and shall pay all expenses associated therewith.
BMS. “BMS” means Xxxxxxx-Xxxxx Squibb Company, a Delaware corporation. In all such instances in which BMS is referred to in this Agreement, it shall also be deemed to include a reference to each member of the BMS Group, unless it specifically provides otherwise.
BMS. BMS agrees, on behalf of itself and its Affiliates, to not work independently of this Agreement for itself or any Third Party to [*] a Competitive Product [*], in each case in the Partner Territory, for a period starting on the Effective Date and ending on the date which is [*].
BMS. The rights of BMS under this Section 4 are an implementation of its participation rights (if and to the extent applicable) under Section 8.1.2 of the BMS License Agreement, and are neither in addition to nor in substitution of the rights of BMS under Section 8.1.2 of the BMS License Agreement.
BMS. BMS represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of BMS; (iii) the performance of BMS’s obligations under this Agreement will not conflict with its charter documents or result in a material breach of any agreements, contracts or other arrangements to which it is a party; (iv) BMS has sufficient facilities, experienced personnel and other capabilities reasonably suited to enable it to perform its obligations under this Agreement; and (v) BMS will not, during the Term of this Agreement, enter into any agreements, contracts or other arrangements that would be materially inconsistent with its obligations under this Agreement.
BMS. BMS agrees to indemnify, defend and hold Pharmacopeia and its --- Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the "Pharmacopeia 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, relating to (i) any Products developed, manufactured, used, sold or otherwise distributed by or on behalf of BMS, its Affiliates or Sublicensees or other designees (including, without limitation, product liability and patent infringement claims), (ii) BMS' performance of the Research Collaboration, (iii) the use of the Targets which are involved in the conduct of the Research Collaboration and the making or use of ligands to such Targets; and (iv) any breach by BMS of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Pharmacopeia, gross negligence or intentional misconduct of Pharmacopeia.
BMS. BMS shall have the initial right, but not the obligation, --- to take reasonable legal action to enforce against infringements by third parties or defend any declaratory judgment action relating to any patent filed pursuant to Section 10.2.1(b)(i), at its sole cost and expense. If, within six (6) months following receipt of such notice from Pharmacopeia, BMS fails to take such action to halt a commercially significant infringement, Pharmacopeia shall, in its sole discretion, have the right, at its sole expense, to take such action. BMS shall have the right to enforce patents filed pursuant to Section 10.2.1(c), in its sole discretion, unless Pharmacopeia has acquired a license to BMS' interest in such patents pursuant to Section 9.3.
BMS. Notwithstanding the limitations in Section 12.4.1, BMS may assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part, to [***].
BMS. From and after BMS’s exercise of its Option with respect to a Primary Campaign or an Unblinded Undruggable Target (as applicable), BMS shall have the right to make Publications with respect to such Primary Campaign or an Unblinded Undruggable Target without the prior written consent of Repare; provided that, in the event that BMS desires to make a Publication that may disclose the Confidential Information of Repare, BMS shall provide a copy of the proposed Publication (including abstracts, or presentations to a journal, editor, meeting, seminar or other Third Party) to Repare for comment at least [***] prior to submission of such proposed manuscript for publication (or [***] in the case of an abstract or presentation). If, during such [***] or [***] period (as applicable), Repare notifies BMS that such proposed Publication contains the Confidential Information of Repare, Repare may, by written notice to BMS, delay the Publication for a period of time not to exceed [***] from the date of such written notice for BMS to revise such proposed Publication to remove the Repare Confidential Information. Prior to submission for publication, BMS shall delete from the proposed Publication all Confidential Information of Repare that Repare identifies in good faith and requests to be deleted.
BMS. Tenant, at its sole cost and expense, shall have the right, but not the obligation, subject to such reasonable rules and regulations promulgated by Landlord and the applicable provisions of this Lease including without limitation, Landlord’s approval thereof, to install within the Premises all equipment reasonably necessary to monitor certain equipment of Tenant through the Building’s Building Management System (the “BMS”), on a view only access basis, except that from such equipment installed by Tenant, Tenant shall be permitted to control the Supplemental HVAC Units and the variable air volume devices that are within and exclusively serve the Premises. To the extent Tenant installs equipment connecting to the BMS that is compatible with the BMS (Tenant having no obligation to do so), then Tenant shall be fully responsible for such equipment being compatible with the Building’s BMS, as same may be modified, upgraded and/or replaced during the Term and all required installations in connection therewith and Tenant shall use Landlord’s designated contractor and/or vendor.