By Cerus. Cerus agrees to indemnify and hold harmless MedImmune, its directors, officers, employees and agents (individually and collectively, the “MedImmune Indemnitee”) from and against all Losses to the extent arising from the practice by Cerus or any use of its Affiliates or sublicensees of the licenses granted to Cerus pursuant to Section 3.3.
By Cerus. Subject to Section 5.10(b), Cerus shall have the right, at its expense, to Prosecute and Maintain the Licensed [ * ] Patent Rights, using [ * ] or other counsel chosen by Cerus that is reasonably acceptable to Anza. In connection with such Prosecution and Maintenance, Cerus shall: (i) provide Anza with semiannual updates with respect to the status of Prosecution and Maintenance of the Licensed [ * ] Patent Rights; (ii) furnish to Anza copies of all material documents filed with or received from any patent office after the Closing Date in the course of such Prosecution and Maintenance, provided that such documents pertain to the Anza Field of Use; and (iii) allow Anza reasonable opportunity to comment on material documents before being filed with any patent office with respect to the Licensed [ * ] Patent Rights to the extent that such documents pertain to the Anza Field of Use; provided, however, that in each case, prior to disclosure to Anza hereunder, Cerus shall have the right to redact any information that is not related to the Anza Field of Use. If Anza believes in good faith that the patent counsel undertaking such Prosecution and Maintenance is not performing at a level acceptable to Anza, Anza may bring its concerns to Cerus and Cerus shall take into account such reasonable concerns when deciding whether to chose alternative counsel to perform such Prosecution and Maintenance activities. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
By Cerus. In the event Cerus shall be required to recall any Manufactured Product because such Manufactured Product may violate laws or regulations of any applicable government or agency in the Territory or may not comply with the Product Specifications, or in the event that Cerus elects to institute a voluntary recall, Cerus shall be responsible for coordinating such recall. Cerus promptly shall notify Xxxxxx if any Manufactured Product sold by Cerus in the Territory is the subject of a recall and provide Xxxxxx with a copy of all documents relating to such recall, subject to any confidentiality agreements with third parties. Xxxxxx shall cooperate with Cerus in connection with any recall. Except to the extent such recall is caused by defective Manufactured Product or the negligence or willful misconduct of Xxxxxx or by Xxxxxx’x breach of its warranties under this Agreement, Cerus shall bear all of the costs and expenses of such recall. In the event a recall, product withdrawal or field correction is necessary because of defective Manufactured Product, negligence or willful misconduct of Xxxxxx or by Xxxxxx’x breach of its warranties under this Agreement, Xxxxxx will bear all reasonable costs associated with such recall, product withdrawal or field correction, provided, however, in no [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. event shall Xxxxxx’x liability for costs associated with such recall, product withdrawal or field correction exceed the purchase price paid to Xxxxxx by Cerus for the Manufactured Product which is the subject of such recall, product withdrawal or field correction, plus the cost of any shipping related to such recall, product correction or field correction. Any costs incurred by Xxxxxx under this Section 5.10(a) will not be included in the calculation of the Cost of Goods. Except as required by law, Cerus shall not, in any of its contracts with its customers, offer any reimbursement for the cost or value of any blood products which may be rendered unusable as a result of any defect in any Manufactured Product. Xxxxxx will not reimburse Cerus for any such cost or value of blood products rendered unusable as a result of any defect in any Manufactured Product.
