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By Arcturus Sample Clauses

By Arcturus. Arcturus will indemnify, hold harmless and defend Providence, its Affiliates, and its and their respective, officers, directors, employees, subcontractors, consultants, and agents (collectively, the “Providence Indemnified Parties”) from and against any and all Losses to which any Providence Indemnified Party may become subject as a result of any Third Party Claim to the extent that such Losses arise out of: (a) the gross negligence or willful misconduct of any Arcturus Indemnified Party, (b) the breach by Arcturus of any warranty, representation, covenant or agreement made by Arcturus in this Agreement, (c) the exercise of any license granted by Providence to Arcturus pursuant to Section 14.4.1(c), or (d) the development and commercialization of Arcturus Technology, Arcturus Platform Technology, or Arcturus Platform Improvements outside of this Agreement by or on behalf of Arcturus or its Affiliates, licensees or sublicensees; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Providence Indemnified Party or the breach by Providence of any warranty, representation, covenant or agreement made by Providence in this Agreement.
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By Arcturus. Subject to the terms and conditions of this Agreement, Arcturus hereby grants to CureVac a worldwide, non-exclusive license under the Arcturus LMD Technology, including the right to grant sublicenses, limited in accordance with this Section 3.5, to research and pre-clinically develop (including the right to manufacture for such purposes), but expressly without the right to clinically develop or commercialize (including the right to manufacture for such purpose) except with the prior written consent of Arcturus) and in any event solely to the extent necessary: (i) to enable CureVac, Affiliates of CureVac and subcontractors selected in accordance with Section 3.4 to perform CureVac’s activities set forth in the Work Plan, (ii) to conduct research projects with academic partners (any such agreements of which (i) shall include back-licenses or grants of rights by the academic partner to Patents and Know-How (other than data) to meet the requirements of Section 6 and (ii) will not require Arcturus to enter into a license agreement with or make payments to such academic partner in order for Arcturus to use and exploit the Arcturus Background Technology), and (iii) to permit, under confidentiality and non-use restrictions in accordance with this Agreement, to Third Party collaborators of CureVac who license or intend to license CureVac Technology to explore the Arcturus LMD Technology (any such agreements of which shall include back- licenses by the Third Party collaborator to Patents and Know-How (other than data) consistent with the requirements of Section 6).
By Arcturus. This Agreement may be terminated by Arcturus upon written notice to Vinbiocare (i) if Arcturus determines to globally cease Manufacturing the Vaccine for any reason relating to the safety or efficacy of the Vaccine or (ii) in accordance with Section 5.1 (Compliance Duties). Arcturus must provide substantiation to any claims regarding its decision to terminate the Agreement for safety or efficacy of the Vaccine and Vinbiocare may challenge such assertion in accordance with the dispute resolution terms outlined in Section 12.8(c).
By Arcturus. Arcturus will indemnify, hold harmless and defend Ultragenyx, its Affiliates and their respective directors, officers, employees and agents (the “Ultragenyx Indemnified Parties”) against any and all Losses resulting from any Third Party Claim against an Ultragenyx Indemnified Party to the extent that such Third Party Claim arises out of: (a) the gross negligence or willful misconduct of Arcturus or any Arcturus Indemnitee or their subcontractors in connection with its activities under this Agreement, (b) the material breach of the representations, warranties and covenants made under this Agreement by Arcturus, or (c) the Exploitation by Arcturus of Products to Discontinued Targets or Terminated Targets; except, in each case, to the extent such Losses result from clause (a) or (b) of Section 10.1.1.
By Arcturus. Arcturus states that the following facts are accurate as of the Effective Date: 10.2.1 the Arcturus Patent Rights listed in the Arcturus Patent Rights Exhibit are existing, and the issued Patent Rights in the Arcturus Patent Rights Exhibit are not, to Arcturus’s knowledge, invalid or unenforceable, in whole or in part; 10.2.2 Arcturus is the sole and exclusive owner of, or has valid and enforceable rights to, Arcturus Patent Rights listed in the Arcturus Patent Rights Exhibit, and Arcturus has the right to grant JPI the license set forth in Section 4.1, free and clear of all encumbrances, security interests, options and licenses; 10.2.3 except as set forth in the Granted Rights Exhibit, no license granted by Arcturus to any non-Party conflicts with the license granted to JPI under this Agreement, and the Granted Rights Exhibit is a complete list of rights under Arcturus Technology granted to non‑Parties with respect to HBV NA Therapeutics, […***…]* NA Therapeutics and Respiratory Disease Virus NA Therapeutics. During the term of this Agreement, Arcturus shall not grant any non‑Party any license that conflicts with the license granted to JPI herein; 10.2.4 to the knowledge of Arcturus, neither the practice of the Arcturus Technology by Arcturus as contemplated by this Agreement, nor the development, manufacture and commercialization of any NA Therapeutics Controlled by Arcturus as of the Effective Date, infringes any Patent Right or misappropriates any Know-How owned or possessed by any Third Party; and 10.2.5 no Proceeding is pending or, to its knowledge, threatened against it relating to the Arcturus Technology, and it is not aware of any facts that would be reasonably likely to result in any Proceeding.

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