By Gilead. Subject to Section 8.6(b), the licenses granted by Galapagos to Gilead hereunder may be sublicensed by Gilead, through multiple tiers, without any requirement of consent; provided that Gilead shall be liable for any act or omission of any Sublicensee that is a breach of any of Gilead’s obligations under this Agreement as though the same were a breach by Gilead, and Galapagos shall have the right to proceed directly against Gilead with respect to such breach without any obligation to first proceed against such Sublicensee.
By Gilead. (i) Gilead will pay to ULEHI an amount equal to [***] dollars ($[***]), payable in [***] equal installments of [***] dollars ($[***]). The first such installment shall be paid by Gilead within [***] business days of the Effective Date. Each of the remaining three installments shall be paid, respectively, on the first, second and third [***] of the Effective Date.
(ii) Gilead will transfer to ULEHI a warrant to purchase [***] ([***]) shares of Archemix Common Stock, pursuant to the Warrant Transfer Agreement executed by the Parties of even date herewith.
(iii) The first sentence of Section 5.2(a) of the URC License Agreement is hereby amended to provide that Gilead will pay to ULEHI earned royalties on Net Sales of Licensed Products by non-Affiliate sublicensees equal to [***] percent ([***]%) of any earned royalties received by Gilead from its sublicensees with respect to such Net Sales of Licensed Products. Gilead further agrees that, notwithstanding any modifications to the existing terms of such sublicenses after the Effective Date (including but not limited to any modifications that result in advances credited against royalties owed to Gilead under such sublicenses on future Net Sales or any conversion of ongoing royalties owed to Gilead under such sublicenses on future Net Sales into a fixed amount of License Fees), or any modifications to the existing corporate relationships between Gilead and such sublicensees (including but not limited to Gilead acquiring or being acquired by [***] or any of their affiliates), the royalty payable to ULEHI in connection with Net Sales of Licensed Products by such sublicensee will not be less than [***] percent ([***]%) of any earned royalties that Gilead would be entitled to receive from such sublicensee on such Net Sales under the terms of such sublicenses as of the Effective Date (including but not limited to any terms that provide for a reduction in royalty rates for royalties paid to third parties). Gilead agrees to make the payments to ULEHI under this paragraph 2(a)(iii) and to provide ULEHI with reports relating to such payments in accordance with Section 6 of the URC License Agreement. In connection with any modifications to such sublicenses, Gilead agrees to require the sublicensees to continue to provide Gilead with ongoing reports sufficient for Gilead to satisfy such Gilead reporting obligations.
By Gilead. Gilead shall indemnify Xxxxxxx and its Indemnified Persons from and against (i) all Proceedings arising anywhere in the world in which Xxxxxxx or any of its Indemnified Persons is involved or threatened to be involved to the extent such Proceedings arise from personal injury or death caused by a Territory Combination Product due to defects or the inherent characteristics thereof, where the preponderance of the evidence indicates that such defects or characteristics are the direct result of the incorporation (where, for purposes of this Section 18.2 and Section 18.3, “incorporation” shall be construed to mean the presence of an API in a Territory Combination Product, not the process whereby such API is included in a Territory Combination Product or the formulation of a Territory Combination Product and “incorporated” shall be construed in a corresponding manner) in such Territory Combination Product of TDF, TAF or FTC, or both TDF and FTC or TAF and FTC, in each case without reference to the incorporation in such Territory Combination Product of the Supplied RPV (other than any Selected Product Liability Proceedings, which, for purposes of clarity, are provided for in Section 18.3), irrespective of whether such defects or characteristics (or any associated defects or characteristics of TDF, TAF or FTC) are known as of the Original Effective Date [*] (such defects or characteristics, “Gilead Component Characteristics”), and (ii) all Losses (other than Selected Product Liability Losses) incurred by Xxxxxxx or any of its Indemnified Persons arising from any Proceeding covered by the foregoing clause (i) to the extent arising from Gilead Component Characteristics.
By Gilead. Gilead shall indemnify, defend and hold harmless Company, and its respective directors, officers, employees and agents (each, a “Company Indemnitee”), from and against any Damages that are incurred by a Company Indemnitee as a result of Third Party claims, demands, actions or proceedings (collectively, the “Company Claims”) to the extent such Company Claims arise out of: Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
(i) the breach or alleged breach of any representation or warranty by Gilead in Sections 6.1, 6.2, 6.3 and 6.5 provided that notice of a Company Claim based upon any such breach is received by Gilead prior to expiration of such representation and warranty pursuant to Section 6.6 above;
(ii) the breach or alleged breach by Gilead of any Preexisting Agreement, excluding any disclosed in the letter referenced in Sections 6.1(b), 6.2(a), 6.3(b), 6.3(e) and 6.5; or
(iii) any of the Excluded Liabilities; except to the extent Company has an obligation to indemnify Gilead under Section 7.1(b).
By Gilead. Gilead shall indemnify Tibotec and its Indemnified Persons from and against (i) any Proceeding arising anywhere in the world in which Tibotec or any of its Indemnified Persons is involved or threatened to be involved to the extent that (A) such Proceeding arises out of an allegation that any Exploitation of Territory Combination Product infringes or misappropriates, or will infringe or misappropriate, any patent or other intellectual property, including trade secrets, of a Third Party, and (B) (x) such Proceeding is a direct result of TDF, FTC or both TDF and FTC being incorporated into the Territory Combination Product, in each case without reference to the Supplied TMC278 or (y) such Proceeding is the direct result of (1) the process whereby any such API is included in the Combination Product or (2) the formulation of the Combination Product, and (ii) all Losses arising from such a Proceeding incurred by Tibotec or any of its Indemnified Persons, as the case may be, to the extent arising as a direct result of a cause described in either clause (x) or (y) above.
By Gilead. Gilead or its Affiliates shall have the right to publish or make a first public presentation, abstract or presentation at a scientific conference (each a “Publication”) of the data and findings resulting from its Combination Product Development Activities or any Combination Product Clinical Trials conducted by, or on behalf of, Gilead or its Affiliates (any of the aforesaid data and findings of Gilead described in this Section 3.6.1, “Gilead Results”), in each case subject to the remainder of this Section 3.6. The Parties acknowledge and agree that, as of the Restatement Effective Date, certain Publications with respect to data and findings resulting from Complera Clinical Trials completed prior to the Restatement Effective Date have been approved by the Parties and submitted for publication, and are not subject to further review or comment under this Section 3.6.
By Gilead. Gilead shall indemnify Xxxxxxx and its Indemnified Persons from and against (i) any Proceeding arising anywhere in the world in which Xxxxxxx or any of its Indemnified Persons is involved or threatened to be involved to the extent that (x) (A) such Proceeding arises out of an allegation that any Exploitation of any Territory Combination Product in a country that, as of the time of such Exploitation, is a Gilead Country infringes or misappropriates, or will infringe or misappropriate, any patent or other intellectual property, including trade secrets, of a Third Party, and (B) such infringement or misappropriation does not directly result from a RPV Infringement, or (y) (A) such Proceeding arises out of an allegation that any Exploitation of any Territory Combination Product in a country that, as of the time of such Exploitation, is a Xxxxxxx Country infringes or misappropriates, or will infringe or misappropriate, any patent or other intellectual property, including trade secrets, of a Third Party, and (B) such infringement or misappropriation directly results from a Gilead Compound Infringement, and (ii) all Losses arising from such a Proceeding incurred by Xxxxxxx or any of its Indemnified Persons, as the case may be, to the extent arising (x) in the case of any Proceeding described in clause (i)(x) above, other than as a direct result of an RPV Infringement, or (y) in the case of any Proceeding described in clause (i)(y) above, as a direct result of a Gilead Compound Infringement.
By Gilead. Gilead agrees to indemnify and hold harmless MacroGenics, its Affiliates, and its and their directors, officers, employees and agents (individually and collectively, the “MacroGenics Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred in connection with any Third 72 Party Claims to the extent arising from: (a) activities by Gilead or any of its Related Parties or their respective Representatives with respect to the Programs and any other Development, use, Manufacture, Commercialization, import, distribution, sale or other Exploitation of Licensed Molecules or Licensed Products or the exercise of their rights or performance of their obligations related thereto except those actions for which MacroGenics has an indemnification obligation to a Gilead Indemnitee under Schedule 10.4(c)(iii) (Special Offset and Indemnification), (b) the gross negligence, illegal conduct or willful misconduct of Gilead or any of its Related Parties or their respective Representatives in connection with this Agreement, or (c) Gilead’s breach of this Agreement or the Clinical Supply Agreement, except, in each case of (a)-(c), to the extent such Third Party Claims arise from any action for which MacroGenics has an indemnification obligation to a Gilead Indemnitee under Section 15.2 (By MacroGenics) or Schedule 10.4(c)(iii) (Special Offset and Indemnification).
By Gilead. Gilead shall and hereby does indemnify and hold harmless CGEN, its Affiliates, and its and their directors, officers, employees and agents (individually and collectively, the “CGEN Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred in connection with any Third Party Claims to the extent arising from: (a) the Development, use, Manufacture, Commercialization, import, distribution, sale or other Exploitation of IL-18 Molecules or IL-18 Products, by or on behalf of Gilead or any of its Related Parties or their respective Representatives, including CGEN’s performance (i) of the Development Program (including the COM503 Phase 1 Trial) to the extent performed in accordance with the Development Plan and COM503 Phase 1 Trial Protocol and (ii) under the CGEN Development and Manufacturing Agreements at Gilead’s direction, (b) the negligence, illegal conduct or willful misconduct of Gilead or any of its Related Parties or their respective Representatives in connection with this Agreement, or (c) Gilead’s breach of Applicable Laws and Regulations, this Agreement, the Clinical Supply Agreement, or any other ancillary agreement hereto, except, in each case of (a)–(c), to the extent such Third Party Claims arise from any action for which CGEN has an indemnification obligation to a Gilead Indemnitee under Section 14.2 (By CGEN).
By Gilead. Subject to Section 13.4(b), and any limitations provided under the Gilead Third Party Obligations Schedule with respect to a Gilead Program, the licenses granted by Assembly to Gilead hereunder may be sublicensed by Gilead, through multiple tiers, without any requirement of consent from Assembly, provided that Gilead shall be liable for any act or omission of any Sublicensee that is a breach of any of Gilead’s obligations under this Agreement as though the same were a breach by Gilead, and Assembly shall have the right to proceed directly against Gilead with respect to any such breach without any obligation to first proceed against such Sublicensee. Notwithstanding the foregoing, Gilead shall not grant any sublicense under the licenses granted to it under this Agreement that limit Assembly’s rights under this Agreement without Assembly’s prior written consent.
