BY CYTOGEN. Cytogen represents and warrants to AM, as follows:
BY CYTOGEN. CYTOGEN represents and warrants to the LLC, as of the date hereof, as follows:
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. 25 14.3 Limitations.............................................................27 15.
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. 9 2.3 By Progenics....................................................12
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.
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.
