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.
By Fulcrum. Fulcrum will be solely responsible for all payment(s) owed or otherwise arising from its Existing Third Party IP Agreements. All such payments shall be made promptly by Fulcrum in accordance with the terms of the applicable Existing Third Party IP Agreement.
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.
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.
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.
