By Apogee Sample Clauses

By Apogee. Apogee hereby agrees to defend, indemnify, and hold harmless Paragon, its Affiliates and its or their Representatives (each, an “Paragon Indemnitee”) from and against any and all losses, damages, liabilities, expenses, and costs, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Paragon Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party (“Third Party Claim”) to the extent such Losses result from: (a) the gross negligence, recklessness or willful misconduct of any Apogee Indemnitee in the performance of this Agreement; (b) Apogee’s breach of any of its representations, warranties or covenants under this Agreement; or (c) Apogee’s research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization of Licensed Antibodies, Derived Antibodies and/or Products (but, for clarity, excluding any activities conducted by Paragon under this Agreement or the Option Agreement), in each case ((a) to (c)), except in each case to the extent that any Losses are attributable to the breach of this Agreement by, or the negligence, recklessness or willful misconduct of, any Paragon Indemnitee.
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By Apogee. Apogee hereby further represents, warrants, and covenants to RedHill as of the Effective Date as follows: 8.2.1 The patents and patent applications identified on Annex A are all the patents and patent applications owned or controlled by Apogee or any of its Affiliates, or in which Apogee or any of its Affiliates has a licensable interest. Apogee undertakes that if there are any additional patents or related rights owned or controlled by Apogee or any of its Affiliates or in which Apogee or any of its Affiliates has a licensable interest, Apogee or its Affiliates hereby grant a license to RedHill, its Affiliates, and any Sublicensee on the terms of the License hereunder. 8.2.2 Apogee has the sole legal and/or beneficial title to and ownership of the Patents and is the record owner of all patent applications and patents that comprise the Patents as is necessary to fulfill its obligations under this Agreement and to grant the License to RedHill pursuant to this Agreement, and the Licensed Intellectual Property and Technology is free and clear of any liens, encumbrances, claims or security interests of any kind (including prior license grants) that would interfere, or the exercise of which would interfere, with RedHill exercising the licenses or rights granted hereunder. 8.2.3 Apogee has not, and during the Term shall not, grant any rights to the Licensed Intellectual Property and Technology that conflict with the rights granted to RedHill hereunder, and no third party has any rights whatsoever (including the right to receive royalties or any other compensation) under the Licensed Intellectual Property and Technology to develop, use, sell, offer for sale or import any Product. 8.2.4 To Apogee’s knowledge, the Licensed Know-How has not been misappropriated and is non-infringing. The exercise by RedHill of the License will not by itself infringe upon the patent or other intellectual property rights of any third party, and no actions, suits, claims, disputes, or proceedings concerning the Licensed Intellectual Property and Technology are currently pending or to Apogee’s knowledge have been threatened. Furthermore, to Apogee’s knowledge, there are no legal actions or proceedings by a third party (including employees or former employees of Apogee) contesting the ownership or validity of the Licensed Intellectual Property and Technology or ABC294640 or [****] or any part thereof. 8.2.5 No additional licenses to any patents (including patents owned or controlled by t...
Sample 1
By Apogee. Apogee hereby agrees to defend, indemnify, and hold harmless Paragon, its Affiliates and its or their Representatives (each, an “Paragon Indemnitee”) from and against any and all losses, damages, liabilities, expenses, and costs, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Paragon Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party (“Third Party Claim”) to the extent such Losses result from: (a) the negligence or willful misconduct of any Apogee Indemnitee in the performance of this Agreement; or (b) the material breach by any Apogee Indemnitee of this Agreement; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any Paragon Indemnitee or the material breach by Paragon of this Agreement, or where such Losses are subject to indemnification pursuant to Section 10.2 below.
Sample 1
By Apogee. Apogee hereby covenants and agrees that: (i) On or before [***] of each year during the Term, Apogee shall deliver to Paragon a written report for the Apogee Program meeting the reporting requirements set forth in Section 5.3 of the [***] License Agreement; (ii) Apogee shall [***] take any action or refrain from taking any action reasonably requested by Paragon in order to maintain compliance with the [***] License Agreement to the extent applicable to the licenses and rights granted by Paragon to Apogee hereunder; (iii) Apogee shall cure any breach of the [***] License Agreement caused by any action or omission of Apogee (or cause any Affiliate or Sublicensee of Apogee’s rights to cure any breach of the Apogee License Agreement caused by any action or omission of such Affiliate or Sublicensee) within [***] days of written notice thereof, and shall provide Paragon with written notice of such cure upon completion thereof; and (iv) Except as expressly required under this Agreement, Apogee shall not communicate directly with [***] with respect to the [***] License Agreement or the [***] IP without Paragon’s [***] consent, which consent may be withheld in Paragon’s sole discretion.
Sample 1

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