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):
Sample 1
AutoNDA by SimpleDocs
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 ...
Sample 1

Related to By ALZA

  • 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 Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, 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 to the extent 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:

  • Payment for Improvements If payment is made directly to contractors, Tenant shall (i) comply with Landlord's requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and (ii) sign Landlord's standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord an amount equal to five percent of the cost of such work to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord's involvement with such work. If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.

  • No Notice of Infringement To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received notice from any third party that the operation of the business of the Company or any of its Subsidiaries or any act, product or service of the Company or any of its Subsidiaries, infringes or misappropriates the Intellectual Property of any third party or constitutes unfair competition or unfair trade practices under the laws of any jurisdiction.

  • Conduct of Research Program Each Party:

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Conduct of Research The Parties shall use Diligent Efforts to conduct their respective tasks, as assigned under the Research Plan, throughout the Mode of Action Program and shall conduct the Mode of Action Program in good scientific manner, and in compliance in all material respects with the requirements of applicable laws, rules and regulations and all applicable good laboratory practices to attempt to achieve their objectives efficiently and expeditiously.

  • By Licensor Licensor represents and warrants that:

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

Time is Money Join Law Insider Premium to draft better contracts faster.