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. Xxxler agrees to the following undertakings in its capacity as a Broker-Dealer with regard to its Registered Representatives for Contracts:
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:
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 promptly shall provide Halozyme with copies of all written communications from the FDA or the governing health authorities of any country directly regarding the PH20 Drug portion of any Product. With respect to any filing, communication or other submission with the FDA or the governing health authorities of any country directly regarding the PH20 Drug portion of any Product, (a) Bxxxxx shall provide Halozyme with an advance copy of the reasonably complete draft of thereof; (b) Halozyme shall have a reasonable opportunity (not to exceed ten (10) days) to review, comment and consult on each such draft, taking into consideration any FDA response deadline; (c) the parties shall discuss Halozyme’s comments relating to the PH20 Drug component of such Product; and (d) Bxxxxx shall in good faith incorporate the reasonable comments of Halozyme.
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. Subject to the provisions of this Section 9 and except as otherwise more specifically set forth herein, Thomas hereby covenants axx xxxees to indemnify, defend, protect, and hold harmless each Buyer Indemnitee at all times from and after the date of this Agreement from and against all Adverse Consequences incurred by such Buyer Indemnitee (i) as a result of or incident to any material breach of any representation or warranty of the Company or Thomas set forth in Sectiox 0 xx this Agreement, (ii) as a result of or incident to any material breach or nonfulfillment by the Company or Thomas of, or any noncoxxxxxxce by the Company or Thomas with, any covenaxx, xgreement, or obligation contained herein or in any certificate delivered in connection herewith, (iii) resulting directly from the material inaccuracy of any list, certificate or other instrument delivered by or on behalf of Thomas or the Company in cxxxxxxion herewith, or (iv) for any liability of the Company, or of Parent or Subsidiary, under the Manley Stock Purchase Agrexxxxx.
Bxxxxx. HENRX X. XXXXXXXX Xx: DE QXXXXXX ------------------------------ 144 SCHEDULE 1 CONCESSIONS
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 the Companies and Sxxxxxx represent that the balance sheet attached to this Agreement as Exhibit D is an accurate statement of the unconsolidated assets, liabilities and shareholders' equity of Bxxxxx National Corporation (without subsidiaries) as of January 31, 1997.
