By GI Sample Clauses

By GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Sections 6.2(a) and 6.5(a), with respect to the development and commercialization of Products based on GDF-8, remain in effect, GI will not sell or otherwise distribute any GDF-8 Derivative Product for use in the MetaMorphix Field (only to the extent that the intended goal of such GDF-8 Derivative Product is to modulate the effects of GDF8). The preceding sentence shall not apply to any products that GI obtains from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents of another Party included within such other Party's Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the IHU Know-How, the MetaMorphix KnowHow or any Confidential Information of JHU or MetaMorphix. MetaMorphix's right to enforce this Section 6.8.2 shall not be assignable, except to its Affiliates.
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By GI. In the event that, (i) pursuant to Section 14.2 hereof, JHU terminates the licenses it granted to GI hereunder, or (ii) GI otherwise withdraws from. or ceases to be a Party to this Agreement, MetaMorphix, at its option, within thirty (30) days after the effective date of such termination or MetaMorphix's receipt of written notice that GI has ceased to be a Party to this Agreement, as applicable, may assume GI' rights and obligations under this Agreement, including, without limitation, GI's rights under the license from JHU set forth in Section 6.3, above, and GI's obligation to pay royalties and fees to JHU, at the rates and in the amounts set forth in this Agreement, or at such other rates and amounts as JHU and MetaMorphix shall agree are appropriate under the circumstances. An assignment in accordance with Section 15.8 shall not constitute a withdrawal.
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By GI. GI and MetaMorphix agree that, for so long as the licenses granted to MetaMorphix, under Section 2.2, with respect to the Product Development and commercialization of GDF-8 Licensed Products, remain in effect, GI will not sell or otherwise distribute any GDF-8 Product or GDF-8 Derivative Product for use in the MetaMorphix Field. The preceding sentence shall not apply to any products that GI obtains, other than through the grant of rights under the 1999 Agreement, from a Third Party who has developed (or obtained from another Third Party who has developed) such products without infringing issued patents included within the MetaMorphix GDF-8 Patent Rights under this Agreement, which products were fully developed by or on behalf of such Third Party without the use of any of the MetaMorphix Know-How or any Confidential Information of MetaMorphix. MetaMorphix's right to enforce this Section 2.5.2 shall not be assignable, except to its Affiliates. This Section 2.5.2 is not intended as an amendment of Section 6.8.2 of the 1999 Agreement but, rather, confers rights and obligations in addition to those set forth in Section 6.8.2 of the 1999 Agreement.
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By GI. GI shall defend, indemnify, and hold Spyglass, its subsidiaries and Affiliates, and each of their respective employees, officers, directors, attorneys, agents, and representatives, harmless from and against any and all claims, liabilities, expenses, losses, demands, damages, fines, penalties, and causes of action of every kind and character from any cause whatsoever, made, incurred, sustained, or initiated by any Person (including any GI employee, contractor, representative or any of their respective family members), arising out of, incident to, or in connection with the performance, non-performance, or purported performance by GI of this Agreement, or breach of its terms except to the extent attributable to the negligence or willful misconduct of Spyglass.
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Related to By GI

  • By Purchaser Purchaser represents and warrants to Seller that:

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

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

  • 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.

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

  • By Each Party Each party represents and warrants to the other party as follows:

  • No Waiver or Release The failure of Lender to exercise any right, remedy or option provided in the Loan Documents shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation contained in the Loan Documents. No acceptance by Lender of any payment after the occurrence of an Event of Default and no payment by Lender of any payment or obligation for which Borrower is liable hereunder shall be deemed to waive or cure any Event of Default. No sale of all or any portion of the Collateral, no forbearance on the part of Lender, and no extension of time for the payment of the whole or any portion of the Loan or any other indulgence given by Lender to Borrower or any other Person, shall operate to release or in any manner affect the interest of Lender in the Collateral or the liability of Borrower to pay the Loan. No waiver by Lender shall be effective unless it is in writing and then only to the extent specifically stated.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, 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 to the extent 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:

  • By Licensor Licensor represents and warrants that:

  • No Unauthorized Use or Disclosure Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

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