By Cytogen. CYTOGEN represents and warrants to the LLC, as of the date hereof, as follows:
By Cytogen. Cytogen represents and warrants to AM, as follows:
(a) Cytogen is a corporation duly organized, validly existing, and in good standing under the laws of Delaware.
(b) Cytogen has all necessary corporate power to enter into and perform its obligations under the Cytogen Agreements and has taken all necessary corporate action under the laws of Delaware and its charter and by-laws to authorize the execution and consummation of each of the Cytogen Agreements.
(c) Cytogen's performance under and in accordance with each of the Cytogen Agreements will not result in a breach of or constitute a default under any contract between Cytogen and a Third Party, and will not violate any United States statute, rule or governmental regulation applicable to Cytogen.
(d) Cytogen has not entered into any agreement with any Third Party which is in conflict with the rights granted to AM or the obligations assumed by Cytogen pursuant to the Cytogen Agreements.
(e) Cytogen is not aware of any asserted claim or demand or Third Party unasserted claim or demand which is likely to be asserted, which Cytogen considers valid, and which would materially affect Cytogen's ability to perform its obligations under this Agreement or the Supply Agreement.
(f) The authorized capital stock of Cytogen consists of 250,000,000 shares of common stock, par value $.01 per share ("Cytogen Common Stock"), and 5,400,000 shares of preferred stock, par value $.01 per share ("Cytogen Preferred Stock"), of which Cytogen Preferred Stock, 200,000 shares have been designated Series C Junior Participating Preferred Stock, $.01 par value. At the close of business on August 23, 2000, (i) 73,166,056 shares of Cytogen Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights, (ii) no shares of Cytogen Common Stock were held in the treasury of Cytogen, (iii) 5,682,837 shares of Cytogen Common Stock were reserved for future issuance pursuant to stock option arrangements of Cytogen (collectively, the "Cytogen Stock Option Plans"). No shares of Cytogen Preferred Stock are issued and outstanding. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of Cytogen were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for stock options covering not in excess of 3,974,336 shares of Cytogen Common Stock issued under the Cytogen Stock Option Plans (collect...
By Cytogen. CYTOGEN shall indemnify, defend and hold the LLC, its Affiliates and any Sublicensee of the LLC hereunder harmless from and against any and all Losses arising out of (i) any breach of the representations and warranties, or the failure to perform when and as required any of the covenants or agreements, made by CYTOGEN in this Agreement or (ii) any infringement or purported infringement of Third Party intellectual property rights by practicing the Licensed CYTOGEN Patents or the CYTOGEN Technical Information.
By Cytogen. 26 14.3 Limitations.............................................................................................28 15.
By Cytogen. (a) Cytogen has all necessary corporate power to authorize the execution and consummation of this Agreement.
(b) Cytogen either (i) legally and/or beneficially owns the patents and patent applications within the GDL Patents; or (ii) has licensed such patents and patent applications with the right to sublicense, including the right of Elan to further sublicense.
By Cytogen. Prostagen represents and warrants to NWBio that all of the facts set forth in Article I of this Agreement are true and accurate, and further represents and warrants, as follows: [ *** ]INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
By Cytogen. Prostagen represents and warrants to NWBio that all of the facts set forth in Article I of this Agreement are true and accurate, and further represents and warrants, as follows:
By Cytogen. Subject to Section 7.01 from and after the Effective ---------- Date, Cytogen shall indemnify, defend and hold harmless Inpharma, its Affiliates and their respective officers, directors, employees, agents, successors and assigns, and also the Licensors and their successors and assigns (the "Cytogen ------- Indemnified Parties" and, together with the Inpharma Indemnified Parties, the -------------------- "Indemnified Parties") from and against any and all Damages incurred in -------------------- connection with, arising out of, or resulting from (i) Product sold or distributed after the Effective Date by or on behalf of Cytogen, (ii) any Liability arising in connection with Exploitation of the Licensed Intellectual Property or Purchased Assets by or on behalf of Cytogen and its Affiliates, (iii) any breach of any covenant or agreement of Cytogen herein or (iv) the inaccuracy or breach of any representation or warranty made by Cytogen in this Agreement.
By Cytogen. Cytogen shall indemnify and hold harmless BMS, its directors, officers, agents, and employees, from and against any and all loss, damage, claim, injury, cost or expense including attorneys' fees and reasonable expenses of litigation ("Claims"), arising out of Claims made by third parties in connection with (i) a material breach of Cytogen's representations and warranties, and/or (ii) any sale, use or disposition of Product by Cytogen, including, without limitation, Claims arising in connection with patent infringement or trademark infringement (arising from a U.S. patent or trademark), product liability theories, or any illness or personal injury, including death or property damage.
By Cytogen. Cytogen may assign this Agreement and the licenses ---------- herein granted to: (i) any Affiliate without Savient's consent; (ii) any Third Party purchaser of all or substantially all of Cytogen's business to which this Agreement relates, without Savient's consent but with prior written notice to Savient at least sixty (60) days prior to consummation of such transaction; or (iii) any Third Party other than a Third Party purchaser of Cytogen's business, only with the prior written consent of Savient, such consent not to be unreasonably withheld; provided, however, that, in all cases, Cytogen remains fully liable for the performance of its obligations hereunder by such assignee.
