By ENTREMED Sample Clauses

By ENTREMED. ENTREMED represents and warrants as follows:
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By ENTREMED. ENTREMED will defend, indemnify and hold harmless CELGENE, its successors, AFFILIATES and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the "CELGENE Indemnified Parties") from and against any and all THIRD PARTY claims, causes of action and costs (including reasonable attorney's fees) of any nature made or lawsuits or other proceedings filed or otherwise instituted against the CELGENE Indemnified Parties in connection with any claims, suits or judgments arising out of any theory of product liability concerning the development, testing, manufacture, sale or use of any PRODUCT by ENTREMED, its AFFILIATES or its SUBLICENSEES prior to the EFFECTIVE DATE.
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By ENTREMED. Subject to Section 7.1(b)(2), ENTREMED shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain the MIXED PATENT RIGHTS, at ENTREMED's sole expense, through patent counsel selected by ENTREMED and reasonably acceptable to CELGENE and CMCC. ENTREMED shall ADVISE CMCC with respect to any MIXED PATENT RIGHTS, and shall ADVISE BIOVENTURE with respect to any MIXED PATENT THALIDOMIDE CLAIMS.
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By ENTREMED. EntreMed will defend, indemnify and hold harmless Celgene, its successors, Affiliates and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the “Celgene Indemnified Parties”) from and against any and all Third Party claims, causes of action and costs (including reasonable attorney’s fees) of any nature made or lawsuits or other proceedings filed or otherwise instituted against the Celgene Indemnified Parties in connection with any claims, suits or judgments arising out of any theory of product liability concerning the development, testing, manufacture, sale or use of any Licensed Product by EntreMed, its Affiliates or its Sublicensees.
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By ENTREMED. Subject to Section 7.1(b)(2), ENTREMED shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain the MIXED PATENT RIGHTS, at ENTREMED's sole expense, through patent counsel selected by ENTREMED and reasonably acceptable to CELGENE and CMCC. ENTREMED shall ADVISE CMCC with respect to any MIXED PATENT RIGHTS, and shall ADVISE BIOVENTURE with respect to any MIXED PATENT THALIDOMIDE CLAIMS. (2) Cooperation on MIXED PATENT THALIDOMIDE CLAIMS. Whichever parties are prosecuting the THALIDOMIDE PATENT RIGHTS and the MIXED PATENT RIGHTS, respectively, shall consult with each other in good faith regarding the preparation, filing, prosecution and maintenance of all MIXED PATENT THALIDOMIDE CLAIMS, and, to the extent necessary to accomplish same, the MIXED PATENT RIGHTS, including without limitation the content, timing and jurisdiction of the filing of -37- <PAGE> same. A copy of each document or a draft thereof pertaining to the preparation, filing, prosecution, or maintenance of each MIXED PATENT THALIDOMIDE CLAIM, including but not limited to each patent application, office action, response to office action, declaration, information disclosure statement, request for terminal disclaimer, request for patent term extension and request for reissue or reexamination of any MIXED PATENT RIGHTS, to the extent MIXED PATENT THALIDOMIDE CLAIMS are or may be affected, shall be provided to the party prosecuting the MIXED PATENT THALIDOMIDE CLAIMS as follows: documents received from any patent office and/or counsel's analysis thereof shall be provided promptly after receipt; and drafts of all documents to be filed in any patent office shall be provided sufficiently prior to their filing deadlines to allow for review and comment by the party(ies) prosecuting the THALIDOMIDE PATENT RIGHTS, which comments the party(ies) prosecuting the MIXED PATENT RIGHTS shall incorporate in good faith. In order to protect its commercial interests, the party(ies) prosecuting the THALIDOMIDE PATENT RIGHTS may request that certain MIXED PATENT THALIDOMIDE CLAIMS be prepared, filed, prosecuted, and/or maintained, or that such steps be undertaken in certain countries or regions in the TERRITORY, and patent counsel of the relevant party(ies) prosecuting the MIXED PATENT RIGHTS shall follow such request, at a cost to be shared by the parties on a basis to be determined in good faith by such parties, taking into account -38- <PAGE> the relative commercial value of such M...
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Related to By ENTREMED

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • By Either Party Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

  • By Seller Seller agrees to indemnify, defend and save Purchaser, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Purchaser’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Purchaser, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Purchaser’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller’s prior written approval. Purchaser shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Purchaser agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Purchaser the right, at no additional expense to Purchaser, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement docs not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Purchaser the amortized amounts paid by Purchaser with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

  • 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 Buyer At Closing, Buyer shall deliver to Seller the following:

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Concerning the Escrow Agent 6.1. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

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