Bxxxxx Sample Clauses

Bxxxxx. Xxxler agrees to the following undertakings in its capacity as a Broker-Dealer with regard to its Registered Representatives for Contracts:

Bxxxxx its sublicensee or their respective Affiliates shall have the right to determine the names and trademarks to use in connection with the promotion, marketing and sale of Products, and shall own and maintain such trademarks for use in connection with the promotion, marketing and sale of Products; provided, however, that Bxxxxx shall include on all packaging, labeling and marketing and promotional materials regarding any Product the name Halozyme, and the mxxx Enhanze (or such other mxxx reasonably requested by Halozyme) as a secondary mxxx, reasonably identifying that such product incorporates technology of Halozyme. Nothing in this Agreement shall create an obligation on Halozyme to register or otherwise maintain in force any marks.

Bxxxxx. XXXXXX ONCOLOGY and THRESHOLD undertake to each other to keep, and shall procure that their respective Affiliates, Sub-Licensees, employees, directors, officers, consultants and contractors (including those of any Affiliate) shall keep, confidential all information marked “confidential” received from each other during or in anticipation of – but after the effective date of the confidentiality agreement between the parties dated October 4, 2002 – this Agreement however obtained and in whatever form (the “Confidential Information”) provided that Confidential Information shall not include the following: 10.1.1 information which at the time of disclosure by one party to the other is in the public domain; 10.1.2 information which after disclosure by one party to the other becomes part of the public domain by publication except by breach of this Agreement; 10.1.3 information which the receiving party can establish by competent proof was already in its possession at the time of its receipt and was not acquired directly or indirectly from the other party; or 10.1.4 information received from third parties who were lawfully entitled to disclose such information.

Bxxxxx. AMERICAN REBEL HOLDINGS, INC.,

Bxxxxx shall engage Halozyme, and Halozyme shall have the exclusive right, to conduct development and regulatory work for the PH20 Drug component of each Product. All such activities by Halozyme shall be conducted at the reasonable request of Bxxxxx pursuant to a mutually acceptable written workplan that is customary in the industry. Following the end of each calendar quarter, Halozyme shall invoice Bxxxxx for the fully-burdened cost to Halozyme to conduct such activities, and Bxxxxx shall pay each such invoice within sixty (60) days after receipt.

Bxxxxx shall indemnify Oravax against all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees incurred by Oravax in relation to or arising out of any breach of contract by Bxxxxx or any act or omission of Bxxxxx its employees or agents and in additional against any and all damage arising through the storage, distribution, promotion, marketing sale or use (whether or not in accordance with the indications) of Products by the Bxxxxx Group hereunder. Any and all liability of Bxxxxx to Oravax howsoever arising in respect of this Agreement and its performance shall be limited (except for fraud or death or personal injury caused by the negligence of Bxxxxx or its employees, agents or sub-contractors while acting in the course of their employment) to an amount equal to the amount received by Oravax from Bxxxxx under this Agreement for the twelve (12) calendar month period immediately preceding the occurrence giving rise to such loss or damage (excluding any taxes).

Bxxxxx shall keep complete and accurate records of its activities conducted under this Agreement and the results thereof. Within thirty (30) days after the end of each June until the First Commercial Sale in each Major Market Country of a Product, Bxxxxx shall prepare and provide Halozyme with a reasonably detailed written report (in a form reasonably acceptable to Halozyme) of the activities conducted under this Agreement, and the results thereof, through such date of such report to develop and obtain regulatory approvals to market Products in the Territory.

Bxxxxx. ONCOLOGY will conduct animal studies to determine dose titration of the combination of Glufosfamide and gemcitabine and one xenograft study with human pancreatic cancer tissue using this combination with changing treatment sequences (Glufosfamide and gemcitabine simultaneously, Glufosfamide then gemcitabine, or gemcitabine first). BAXTER may conduct additional animal studies with other xenograft types as well as a combination study of Glufosfamide with 5-FU. BAXTER will complete such studies and report the results therefrom to THRESHOLD no later than 15 November 2003. During the conduct of the foregoing studies, BAXTER shall keep THRESHOLD informed of the status of such studies and the results thereof on an ongoing basis.

Bxxxxx. (but not its Affiliates) shall be permitted, pursuant to the Licenses granted to Bxxxxx in Section ‎4.1(a) of this Agreement, to grant Sublicenses to Permitted Sublicensees; provided, however, that any such sublicensing by Bxxxxx is in compliance with the requirements and restrictions of this Section ‎4.3. Any Sublicense granted by Bxxxxx that is not in compliance with the requirements and restrictions of this Section ‎4.3 shall be null and void.

Bxxxxx and Oravax agree that, on exercise of the option referred to in this Clause 17, they shall in good faith negotiate, for a period of ninety (90) days commencing from the date of receipt of Bxxxxx’x notice in Clause 17.2.2, the terms on which Bxxxxx shall continue to manufacture the products which at that time are being manufactured in the Canton Facility for Oravax (or for a third party pursuant to a contract manufacturing arrangement between Oravax and a third party) and enter into a contract manufacturing agreement on completion (the “Oravax Contract Manufacturing Agreement”). The Oravax Contract Manufacturing Agreement shall be modelled on the commercial terms of this Agreement to the extent it is relevant or the applicable third party manufacturing agreement. The terms of the Oravax Contract Manufacturing Agreement shall be three (3) years.