By Fulcrum Sample Clauses

By Fulcrum. Fulcrum will notify Licensee of any Fulcrum Improvement that Fulcrum deems beneficial to the use of the Licensed Technology and will promptly deliver to Licensee the technical data and any other information disclosing this Fulcrum Improvement for its use under the license granted herein. Fulcrum will retain ownership of all Fulcrum Improvements.
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By Fulcrum. Fulcrum shall indemnify, defend and hold harmless CMCC, Harvard, DFCI and their respective Affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns, other than persons who are employees of HHMI, (the “CMCC Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) (“Losses”) incurred by or imposed upon the CMCC Indemnitees or any one of them in connection with any claim, demand, action or other proceeding by any Third Party (a “Third Party Claim”) arising out of (i) any theory of product liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) concerning any product, process or service made, used or sold by Fulcrum, its Affiliates, Sublicensees or its authorized agents pursuant to any right or license granted under this Agreement, or (ii) the use, handling, storage or disposition of the Transferred Material by Fulcrum, its Affiliates, Sublicensees or others who possess the Transferred Material through a chain of possession leading back, directly or indirectly, to Fulcrum.
Sample 1
By Fulcrum. Fulcrum shall defend, indemnify and hold harmless CAMP4, its Affiliates, and their respective directors, officers, employees and agents (each, an “CAMP4 Indemnitee”) from and against any and all Losses to which any CAMP4 Indemnitee may become subject as a result of any Third Party Claim to the extent such Losses arise out of: (a) the fraud, gross negligence or willful misconduct of Fulcrum, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement; (b) the breach of this Agreement or the representations, warranties and covenants made hereunder by Xxxxxxx; or (c) the exploitation of Licensed Products by Fulcrum, its Affiliates, its authorized agents, or its Sublicensees, except, in each case, to the extent such Losses result from matters subject to clause (a) or (b) of Section 7.1.5.
Sample 1
By Fulcrum. In the event that MyoKardia desires Fulcrum to provide medicinal chemistry services and Fulcrum is willing to provide such services, then the Parties will thereafter negotiate in good faith to determine the activities, timelines, budgets, deliverables (including technology transfer, as appropriate) and other specifications of any Medicinal Chemistry Services to be performed by Fulcrum, and such matters would be set forth in a separate research plan.
Sample 1

Related to By Fulcrum

  • Comverge Comverge hereby represents and warrants the following:

  • API A. Reliant shall supply to Cardinal Health for Manufacturing and Packaging, at Reliant’s sole cost, the API and applicable reference standards in quantities sufficient to meet Reliant’s requirements for each Product as further set forth in Article 4. Prior to delivery of any of the API or reference standard to Cardinal Health for Manufacturing and Packaging, Reliant shall provide to Cardinal Health a copy of the API Material Safety Data Sheet (“MSDS”), as amended, and any subsequent revisions thereto. Reliant shall supply the API, reference standards, and Certificate of Analysis FOB the Facility no later than thirty (30) days before the scheduled Manufacture Date upon which such API will be used by Cardinal Health. Upon receipt of the API, Cardinal Health shall conduct identification testing of the API. Cardinal Health shall use the API solely and exclusively for Manufacturing and Packaging under this Agreement. The maximum volume of API that Reliant supplies to Cardinal Health shall not exceed the amount reflected in the Firm Commitment and the next six (6) months of the Rolling Forecast.

  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • Testing-the-Waters The Company has not (i) alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act or (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

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

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

  • By Licensor Licensor represents and warrants that:

  • AMD to the Fixed Interest Account, beginning with the date of such transfer, shall be credited with the Current Rate of Interest under this contract which was in effect on the date the transferred contribution was originally deposited into the Fixed Interest Account under the previous AUL contract.

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

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