By Kyowa Sample Clauses

By Kyowa. Kyowa shall defend, indemnify and hold Eurand and its Affiliates and the respective officers, directors and employees of each harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation product liability), settlement amounts, costs or expenses whatsoever (including reasonable attorneys’ fees and costs and court costs) arising from or relating to any claim, action or proceeding made or brought against such person by a third party as a result of a breach of any Kyowa representation or warranty, or Kyowa’s negligence, willful misconduct or breach of this Agreement.
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By Kyowa. Kyowa hereby agrees to defend, hold harmless and indemnify ArQule and its agents, directors, officers and employees (the “ArQule Indemnitees”) from and against any and all any and all suits, claims, actions, demands, liabilities, damages, expenses and/or losses, including without limitation reasonable legal expenses and attorneys’ fees (collectively “Losses”) incurred by an ArQule Indemnitee in connection with any and all Third Party claims directly or indirectly arising or resulting from: (a) Kyowa’s material breach of its representations, warranties or obligations under this Agreement; (b) any act or omission of an distributor or Sublicensee of Kyowa; and (c) any injury, damage or health complication suffered as a result of the manufacture, use, sale, commercialization or import of Licensed Product in the Territory; each of (a), (b) and (c), except to the extent such Losses arise from: (i) ArQule’s material breach of its representations, warranties or obligations under this Agreement, or (ii) the gross negligence, recklessness or willful misconduct of an ArQule Indemnitee.
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By Kyowa. Upon the termination of this Agreement pursuant to Section 13.2 hereof by ArQule or Section 13.3
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By Kyowa. 13.5.1 the rights and licenses granted by ArQule to Kyowa hereunder shall terminate;
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Related to By Kyowa

  • 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:

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

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

  • Licensee Licensee represents and warrants that:

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Conduct of Research Program Each Party:

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

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