By ALZA Sample Clauses

By ALZA. GENUPRO acknowledges and agrees that, except as otherwise set forth in this Agreement, and without limitation of the representations and warranties set forth above or below, the Product Rights are conveyed by ALZA to GENUPRO hereunder “as is, where is”. GENUPRO agrees to accept, subject to the terms and conditions set forth in this Agreement, the Product Rights on the Country Transfer Date or Regulatory Transfer Date as defined herein in the condition they are in at the place(s) where they are located on the Country Transfer Date or Regulatory Transfer Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by, or on behalf of, or imputed to ALZA other than the representations and warranties expressly set forth in this Agreement. Without limiting the generality of the foregoing, GENUPRO acknowledges that (x) ALZA makes no representation or warranty, express or implied, with respect to (i) any forecasts, projections, estimates or budgets provided or made available to GENUPRO of future revenues, future results of operations, future cash flows or future financial condition relating to Agreement Product (“Forward-Looking Statements”); or (ii) any other information made available to GENUPRO with respect to Agreement Product, except as expressly set forth in this Agreement and the Schedules hereto; and (y) GENUPRO is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements and is not relying on any Forward-Looking Statements in any manner whatsoever. Except as set forth on Schedule 11 (the parts of which are numbered to correspond to the individual section numbers of this Section 11, provided that any information set forth in one section or subsection of Schedule 11 will be deemed to apply to each other section or subsection of Schedule 11 and this Section 11 to which a cross-reference is expressly made) or otherwise disclosed in this Agreement, ALZA hereby represents and warrants to GENUPRO that, as of the Effective Date, each Country Transfer Date, Regulatory Transfer Date, and each Final Transfer Date (except such representation and warranty that are of a specific date shall only be given as of such date):
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By ALZA. 12.2.1 Subject to Sections 12.3 and 12.4, and except as otherwise expressly provided for in the Ancillary Agreements, ALZA shall indemnify, defend and hold harmless GENUPRO and its Affiliates, and all of the foregoing’s respective directors, officers, employees, agents, and representatives (and each of their respective successors and permitted assigns) (collectively, the “GENUPRO Indemnitees”) from and against any and all Third Party claims and resulting Damages which any GENUPRO Indemnitee may sustain, incur or suffer arising out of, or directly or indirectly resulting from, (a) the ownership, possession, manufacture, research, development, use, distribution, marketing, promotion, offering for sale, sale, import, export or commercialization of Agreement Product or any other Licensed Product (if any) by or on behalf of ALZA or any Affiliate thereof anywhere in the Territory prior to the Effective Date, or (b) any claim by a Third Party with respect to any infringement or misappropriation of such Third Party’s intellectual property rights (including Patents) with respect to any of the activities prior to the Effective Date described in clause (a), except in each case to the extent resulting from (x) any GENUPRO Indemnitee’s breach of this Agreement (including any representation, warranty, or covenant contained herein) or any Ancillary Agreement, failure to comply with any Legal Requirement, negligence, or intentional misconduct or (y) any matter subject to indemnification by GENUPRO pursuant to Section 12.1 or any Ancillary Agreement. 12.2.2 Furthermore, subject to Sections 12.3 and 12.4, and except as otherwise expressly provided for in the Ancillary Agreements, ALZA shall indemnify, defend and hold harmless the GENUPRO Indemnitees from and against any and all Third Party claims and resulting Damages which any GENUPRO Indemnitee may sustain, incur or suffer arising out of, or directly or indirectly resulting from: (i) the negligence or intentional misconduct of ALZA or any Affiliate thereof in connection with this Agreement or the performance of ALZA’s or its Affiliates’ obligations or exercise of ALZA’s rights under this Agreement, (ii) the breach of one or more of ALZA’s covenants, agreements or obligations under this Agreement (including any breach by ALZA of its representations and warranties set forth in Section 11) or any Ancillary Agreement, or (iii) ALZA’s or any Affiliate’s failure to comply with any Legal Requirement related to Agreement Product ...
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Related to By ALZA

  • By Agreement if the Distributor and the Retailer agree to the proposed change they will promptly sign a written variation to this agreement documenting the change, and this agreement will be deemed to have been changed on the date the variation is signed by the Distributor and Retailer or on such other date as specified in the variation; and

  • Basis of Sale of Shares Distributor does not agree to sell any specific number of Shares. Distributor, as agent for the Trust, undertakes to sell Shares on a best efforts basis only against orders therefor.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

  • Acquisition of Shares by Third Party Other than an affiliate of EVe Mobility Acquisition Sponsor I LLC, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (c) of this definition;

  • No Third Party Rights Created This contract is intended for the benefit of the City and the Contractor and not any other person.

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