By EPIZYME Sample Clauses

By EPIZYME. If EPIZYME or any of its Affiliates or Sublicensees: (a) commences or otherwise voluntarily determines to participate in (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order) any action or proceeding (including any patent opposition or re-examination proceeding), challenging or denying the validity of any CELGENE Patent or Joint Collaboration Patent, in each case that is exclusively licensed to EPIZYME hereunder, or any claim of any of the foregoing; or (b) actively assists any other Person (other than as may be necessary or reasonably required to assert a cross-claim or a counter-claim or to respond to a court request or order or administrative law request or order) in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity of any of such Patents, in each case that are licensed exclusively to EPIZYME hereunder, or any claim thereof (each activity under the foregoing clause (a) or (b), an “EPIZYME Patent Challenge”); then CELGENE shall have the right to terminate this Agreement with respect to the Selected Target(s), Lapsed Target(s) or Terminated Target(s), as applicable, to which the EPIZYME Patent Challenge relates, upon thirty (30) days’ written notice to EPIZYME; provided however that, CELGENE’s right to terminate this Agreement under this Section 12.4 shall not apply to any Affiliate of EPIZYME that first becomes an Affiliate of EPIZYME after the Effective Date of this Agreement in connection with a Business Acquisition, where such Affiliate of EPIZYME was undertaking activities in connection with an EPIZYME Patent Challenge prior to such Business Acquisition; provided however that EPIZYME causes such EPIZYME Patent Challenge to terminate within [**] days after such Business Acquisition. For the avoidance of doubt, an action by EPIZYME in defense of a Third Party opposition shall not constitute a challenge under this Section 12.4.
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By EPIZYME. Epizyme will have final decision-making authority with respect to any matter related to the Development and Manufacture of Licensed Products in and outside the Territory that is not a matter for which Hutchmed has final decision-making authority under Section 3.10(a) above and any matter related to the Commercialization of Licensed Products outside the Territory, including: (i) the approval of an Additional Indication for Licensed Product to be Developed or continue to be Developed; provided that (A) Epizyme shall approve any indication for the Licensed Product proposed by Hutchmed that (1) is reasonable from a safety and potential efficacy perspective in the Territory or (2) is being Developed or Commercialized by Epizyme outside the Territory that is not at such time included in the Field, and (B) Hutchmed may reject and not be obligated to pursue the Development, Manufacture (after a Manufacturing Technology Transfer) or Commercialization of Licensed Products in the Territory for an Additional Indication proposed by Epizyme (even if approved by Epizyme) if Hutchmed reasonably and in good faith determines that pursuing such Development, Manufacture (after a Manufacturing Technology Transfer) or Commercialization of the Licensed Product for such Additional Indication in the Territory is not commercially reasonable or would lead to a safety issue for the Licensed Product in the Territory (any such rejected Additional Indication, a “Rejected Additional Indication”); (ii) the approval of the Other Combination Drug of any Combination Therapy to be Developed or continue to be Developed; provided that (A) Epizyme shall approve any Other Combination Drug (including any Hutchmed Compound) that is proposed by Hutchmed that is reasonable from a safety and potential efficacy perspective in the Territory, and (B) with respect to any Other Combination Drugs proposed by Epizyme, Hutchmed may (1) reject the use of any Hutchmed Compound in any Joint Combination Therapy if Hutchmed reasonably and in good faith determines that the use of such Hutchmed Compound in the Development or Commercialization of such Joint Combination Therapy is not commercially reasonable or would lead to a safety issue for the Hutchmed Compound or Joint Combination Therapy, or (2) reject and not be obligated to pursue the Development or Commercialization in the Territory of an Epizyme Combination Therapy proposed by Epizyme (even if approved by Epizyme) if Hutchmed reasonably and in good faith det...
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By EPIZYME. Except for disclosures permitted pursuant to Sections 10.2, 10.3 or 10.4, if Epizyme wishes to make a publication or public presentation with respect to its Development or Commercialization of Joint Combination Therapies or the results of any Joint Global Trial, Epizyme shall deliver to Hutchmed a copy of the proposed written publication or presentation; for manuscripts, at least [**] prior to submission, or for abstracts or posters, at least [**] prior to submission. Hutchmed shall respond in writing in no event later than [**] after receipt of a proposed manuscript or [**] after receipt of a proposed abstract or poster. Hutchmed shall have the right (i) to require modifications to the publication or presentation for patent or any other business reasons, and Epizyme will remove all of Hutchmed’s Confidential Information if requested by Hutchmed, and (ii) to require a reasonable delay in publication or presentation in order to protect patentable information. If Hutchmed requests a delay, then Epizyme shall delay submission or presentation for a period of [**] (or such period as may be mutually agreed by the Parties) to enable Hutchmed or Epizyme to file patent applications protecting the Parties’ rights in such patentable information. In addition, unless prohibited by confidentiality obligations to any Third Party, Epizyme shall provide Hutchmed with a draft of any other publication pertaining to Licensed Products reasonably in advance of submission for publication.
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By EPIZYME. In the event the Parties do not agree as to whether a Development Cost is a Territory-Specific Development Cost or a Global Development Cost, then the Party that desires to conduct the relevant Development activity shall pay [**] percent ([**]%) of such Development Cost. [**] following the commencement of, and until the completion of, the applicable Development activity, the Party not conducting such Development activity may request that the Party conducting such Development activity provide a summary of the current status of such Development activity, the Development Costs incurred to date, any significant milestones achieved and any topline initial results of such Development activity. If a Party (the “Non-Paying Party”) wishes to use the results of such Development activity paid for, as between the Parties, solely by the other Party (the “Sole Paying Party”) as part of a data package submitted by the Non-Paying Party to obtain approval for the same or a similar use of the applicable Licensed Compound or Licensed Product for which the Sole Paying Party conducted such Development activity (a “Registrational Use”), the Non-Paying Party shall provide written notice thereof and promptly thereafter the Sole Paying Party shall provide the Non-Paying Party with an invoice for [**] percent ([**]%) of the Development Costs incurred by the Sole Paying Party in the generation of such results as of the date of the Non-Paying Party’s written notice and the Non-Paying Party shall pay such invoice within [**] days. Thereafter, the Non-Paying Party and Sole Paying Party shall each pay fifty percent (50%) of any additional Development Costs directly arising from such Development activity. For purposes of clarity, merely referencing the existence of the Sole Paying Party’s Development activities or providing data from such activities to meet safety reporting obligations with respect to the applicable Licensed Compound or Licensed Product by the Non-Paying Party shall not constitute use pursuant to this Section 6.6, but the incorporation or inclusion of any results of such Development activities by the Non-Paying Party for a Registrational Use shall constitute use for purposes of this Section 6.6.
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Related to By EPIZYME

  • 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 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 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 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.

  • 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.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

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