By GTx. GTx shall be entitled to grant and authorize sublicenses under the licenses granted to it under Section 6.4.1, and under the GTx Retained Rights retained pursuant to Section 6.2.2. GTx shall only grant such sublicenses pursuant to a written agreement that notifies such sublicensees of the relevant obligations contained in this Agreement.
By GTx. Subject to the limitations set forth in this Section 11.2, GTx agrees to indemnify, hold harmless and defend Merck, its Affiliates and its respective officers, directors, shareholders, employees, successors and assigns (collectively, the “Merck Indemnified Parties”) against any and all Costs (as defined in Section 11.1) arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental and private, to the extent arising out of or relating to (i) personal injury (A) occurring during the use, research or development of a Product under this Agreement by a GTx Indemnified Party or (B) arising from the research, development, manufacture, use, sale or other disposition, by GTx or its Affiliates or sublicensees or their respective distributors, of any Product (1) containing a Differentiated Compound, pursuant to GTx’s Opt-Out rights hereunder or (2) upon termination of this Agreement, pursuant to a license granted by Merck pursuant to ARTICLE 14; (ii) GTx’s breach of any of its representations and warranties set forth in Sections 10.1, 10.2 or 13.3(e) of this Agreement [ * ]; (iii) GTx’s failure to comply with all applicable laws, rules and regulations; or (iv) the gross negligence or willful misconduct of any of the GTx Indemnified Parties, provided that GTx shall not be required to indemnify, hold harmless or defend any Merck Indemnified Party against any claim arising out of or related to any Merck Indemnified Party’s (x) use, research, development, manufacture and/or commercialization of any Product under this Agreement or of any Product containing a Differentiated Compound which is developed and commercialized by Merck pursuant to Merck’s Opt-Out rights hereunder; (y) gross negligence, willful misconduct, or breach of this Agreement, or (z) failure to comply with all applicable laws, rules and regulations, to the extent any failure pursuant to 11.2(x), (y), or (z) contributes to the Costs. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
By GTx. GTX can terminate this Agreement only for cause, upon fifteen (15) days’ Notice, (i) for failure to achieve License Goals (as provided below), or (ii) upon material breach by Inventergy, provided that GTX provides Inventergy with Notice of such breach and affords Inventergy fifteen (15) days’ opportunity to cure prior to issuing Notice of Termination. In the event that GTX provides Notice of Termination, Inventergy shall be entitled during such fifteen (15) day Notice period to initiate the Dispute Resolution Process (see below) and any such Termination shall be stayed pending completion of the Dispute Resolution Process. This Agreement shall not be terminated unless such Process results in a finding that Termination is indeed justified according to the terms provided above.
By GTx. GTX represents and warrants as follows:
