By Egalet Sample Clauses

By Egalet. Egalet hereby further represents, warrants, and covenants to RedHill as of the Effective Date as follows:
AutoNDA by SimpleDocs
By Egalet. Egalet represents, warrants and covenants to Acura that: 2.3.1 Egalet shall comply with all Applicable Laws in connection with the performance of its development activities and the Commercialization Program, including, without limitation, the FD&C Act, the PDMA, the Anti-Kickback Statute and all federal, state and foreign health care fraud and abuse statutes and regulations; 2.3.2 Neither Egalet nor its Affiliates has entered into, and will not enter into, any agreement with any Third Party that is in conflict with its obligations under this Agreement; 2.3.3 As of the Effective Date, there are no claims, judgments, litigations, suits, actions, disputes, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending or, to Egalet’s Knowledge, threatened against Egalet or any of its Affiliates, and neither Egalet nor its Affiliates is a party to any settlement agreement, which would be reasonably expected to materially affect or restrict the ability of Egalet to consummate the transactions contemplated under this Agreement and to perform its obligations under this Agreement; 2.3.4 Information provided by Egalet in response to any of Acura’s due diligence requests prior to the Effective Date was in all material respects complete, truthful and accurate; 2.3.5 Egalet shall comply with all Applicable Laws in connection with its performance of any development activities and all such activities and shall be in compliance with cGLP, cGCP and cGMP and all Applicable Laws, as applicable, and will conduct such activities in accordance with this Agreement; 2.3.6 Except pursuant to Section 17.2, Egalet shall not transfer, convey, assign or otherwise dispose of, or create or suffer to exist any Lien on, the Product NDA, the IND relating to the Product or any other Regulatory Approval or Regulatory Approval Application during the Term, provided, however, nothing shall prohibit Egalet and/or its Affiliates from obtaining debt financing for Egalet or its Affiliates secured by substantially all of their assets, except as provided in this Section 2.3.6; 2.3.7 Egalet shall not request, solicit or cause the FDA to (i) delist any Aversion Patent Rights from the FDA’s Orange Book, (ii) withdraw or suspend the Product NDA (or any supplement or amendment thereto), or (iii) omit or exclude the Product from a list of marketed drugs filed in accordance with 21 U.S.C. §360 (as may be amended or replaced); and 2.3.8 Egalet shall provide Acura ...
By Egalet. Egalet shall indemnify, defend and hold harmless Acura, and its Affiliates, and their respective directors, officers, employees and agents, from and against any and Losses (including the reasonable fees of attorneys and other professionals) for claims of any Third Party to the extent arising out of or resulting from: 13.2.1 negligence or wrongful intentional acts or omissions of Egalet or its Affiliates or sublicensees, and their respective directors, officers, employees and agents, in connection with the activities contemplated under this Agreement; 13.2.2 any warranty claims, Product recalls or any claims of personal injury (including death) or property damage relating to or arising out of the use of the Product, or any sale or offer for sale of the Product by Egalet, its Affiliates or permitted sublicensees; 13.2.3 any claims arising out of the development, Manufacturing and/or commercialization of the Product by Egalet, its Affiliates, its sublicensees or its Contract Manufacturer; 13.2.4 any claims for infringement relating to the Trademarks or the Product Xxxx; or 13.2.5 any breach of any representation, warranty or covenant made by Egalet pursuant to this Agreement; except in each case to the extent of Losses attributable to: (i) Acura’s or its Affiliates breach of this Agreement or negligence or wrongful intentional acts or omissions, or (ii) matters that are subject to Section 13.1.
By Egalet. Egalet shall indemnify and hold harmless Consultant and its respective licensees, officers, directors and shareholders against any third party Claims arising directly or indirectly out of (i) any act or omission of Consultant or Consultant’s Representatives in the performance of the Consulting Services; provided that such acts or omissions were taken or omitted expressly in compliance with the terms of this Agreement and any instructions or express requests or directions from any member of Egalet, or their respective officers or directors and, provided further, that such acts or omissions do not negligence or willful misconduct and (ii) from any act or omission of, or breach of this Agreement by, Egalet.

Related to By Egalet

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

  • By Company To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • By Employee Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • By Employer With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!