By Catalyst Sample Clauses

By Catalyst. Catalyst hereby represents, warrants and covenants that: (a) Catalyst is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) Catalyst has the corporate power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations hereunder; (c) Catalyst has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and this Agreement has been duly executed and delivered on behalf of Catalyst and constitutes a legal, valid, binding obligation, enforceable against Catalyst in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally and other general equitable principles which may limit the right to obtain certain remedies; (d) Catalyst is subject to no legal, contractual or other restrictions, limitations or conditions which conflict with either of its rights and obligations under this Agreement or which might affect adversely its ability to perform hereunder, including Section 2.2; (e) Catalyst has not misappropriated and will not misappropriate trade secrets of any Third Party in the provision of services and the performance of its obligations under this Agreement or otherwise in connection with the Product; (f) Catalyst has maintained and will maintain appropriate skilled personnel and facilities to carry out its obligations under this Agreement, consistent with prudent business practices of Catalyst; (g) No Catalyst employees or other Persons performing services on behalf of Catalyst under this Agreement have been debarred, or are the subject of debarment Proceedings, under Section 306 of the FD&C Act; and if Catalyst becomes aware that a Person performing on its behalf under this Agreement has been debarred, or has become the subject of debarment Proceedings, under Section 306 of the FD&C Act, Catalyst shall promptly notify EVL and shall prohibit such Person from performing on its behalf under this Agreement; (h) Catalyst and its Affiliates have not and shall not (i) promise, offer, or give anything of value to any government employee or individual acting in an official capacity for the purpose of securing any improper or undue advantage, (ii) accept or receive any unlawful contributions, payments, expenditures, or gifts, (iii) do business with any person that is the subject of...

By Catalyst. In the event of a material breach of this Agreement by Biogen, which material breach remains uncured for [***] measured from the date of written notice of such material breach provided by Catalyst that identifies the material breach, Catalyst may terminate this Agreement solely with respect to those Compounds or Products to which such material breach relates by written notice of termination to Biogen provided within [***] of the expiration of such [***].

By Catalyst. During the Term, Catalyst will have the first right, but not the obligation, to enforce or defend any Opposed Catalyst Patent Right against such Third Party Action, at Catalyst’s sole discretion and at Catalyst’s sole cost and expense. Where Catalyst desires to enforce or defend such Opposed Catalyst Patent Right but may not do so due to Applicable Law or regulation (even as the assignee or exclusive licensee of such Patent Right), then upon Catalyst’s reasonable request, Biogen shall join as a named party in such action or itself enforce or defend such Opposed Catalyst Patent Right against such Third Parties, at Catalyst’s sole cost and expense. Catalyst will take the lead in the control and conduct of any such enforcement or defense under this Section 10.3.2(b) (By Catalyst) and will keep Biogen reasonably informed of any such enforcement or defense, and Biogen will reasonably assist Catalyst in any such enforcement or defense action under this Section 10.3.2(b) (By Catalyst) at Catalyst’s expense. Catalyst will keep Biogen reasonably informed of any such enforcement or defense. If Catalyst does not bring any legal action within [***] after first becoming aware of such infringement or after notice of such infringement was provided pursuant to Section 10.3.1, then Biogen shall have the right to bring and control any legal action in connection with such Third Party Action, at its sole cost and expense.