By MDCO Sample Clauses
The "By MDCO" clause designates actions, rights, or obligations that are specifically to be performed or fulfilled by The Medicines Company (MDCO). In practice, this clause clarifies which party—MDCO, as opposed to another party in the agreement—is responsible for certain deliverables, approvals, or decisions. For example, it may specify that MDCO is responsible for providing data, making payments, or granting consents. The core function of this clause is to ensure clear allocation of responsibilities, thereby reducing ambiguity and potential disputes over which party is accountable for specific contractual duties.
By MDCO. MDCO shall defend, indemnify and hold CyDex and its Affiliates, and each of their respective directors, officers and employees, harmless from and against any and all Losses incurred by CyDex as a result of any Claim by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of the Licensed Product by MDCO, its Affiliates and Sublicensees; or (b) MDCO’s breach of this Agreement, including without limitation any of its representations and warranties set forth in Section 9.1 and to the extent that such Losses are not due to CyDex’s negligence or misconduct.
By MDCO. MDCO shall indemnify and hold harmless Eagle, its Affiliates, directors, officers, employees and agents, from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”), resulting from any Claims by any Third Party to the extent resulting from (a) the breach of any representation, warranty or covenant by MDCO under this Agreement or MDCO’s gross negligence or willful misconduct; (b) the use of the Eagle Intellectual Property by MDCO, or its Affiliates beyond the scope of the license granted thereto in Section 2.1; (c) the Manufacture, use, sale, handling, storage or other Exploitation of the Products by or on behalf of MDCO, its Affiliates, Sublicensees, Distributors, customers or end-users; or (d) the use by MDCO of the Confidential Information of Eagle, its Affiliates other than as permitted herein.
By MDCO. Effective as of the time of release of this Agreement from escrow on the Effective Date as specified in Section 3:
(i) MDCO, on behalf of itself and each of its predecessors, successors, Affiliates, members, managers, partners, officers, directors, employees, agents, legal representatives, attorneys and assigns (and the predecessors, successors, assigns, heirs, executors and administrators of each of them) (collectively, the “MDCO Releasors”), hereby releases and forever discharges the ▇▇▇▇▇▇/Matin Parties and their respective predecessors, successors, Affiliates, members, managers, partners, officers, directors, employees, agents, legal representatives, attorneys and assigns (and the predecessors, successors, assigns, heirs, executors and administrators of each of them) (collectively, the “MDCO Released Parties”), from any and all actions, causes of action, suits, costs, damages, judgments, claims, liabilities and demands of any nature whatsoever, whether presently known or unknown, in law or in equity, which the MDCO Releasors ever had, now have or hereafter can, shall or may have for, upon, or by reason or cause of any kind whatsoever (including the Pfizer License Agreement, the CDA, the ▇▇▇▇▇▇/Matin Discussions, the Pfizer Discussions, Project Information disclosed to any of the MDCO Releasors by any of the MDCO Released Parties, and any matter relating to any thereof), from the beginning of the world to the Effective Date (collectively, the “MDCO Released Claims”); provided, however, that none of the obligations of any ▇▇▇▇▇▇/Matin Party arising from or in connection with, or governed or evidenced by, this Agreement, or claims and liabilities relating to this Agreement or to any breach of this Agreement, shall be included as MDCO Released Claims.
(ii) The MDCO Releasors agree that they will not commence or prosecute any action or proceeding against the MDCO Released Parties that concerns any of the MDCO Released Claims. The MDCO Releasors further agree that they will not assert any MDCO Released Claims against the MDCO Released Parties in any action or proceeding.
(iii) The MDCO Releasors represent and warrant that they are the sole owners of and that they have not sold, assigned, transferred, conveyed or otherwise disposed of any claim, demand or cause of action or any part thereof relating to any matter covered by this Section 8(b).
(iv) Except to the extent necessary to enforce its rights under this Agreement in a proceeding in a court of law or be...
By MDCO. MDCO hereby represents and warrants to the ▇▇▇▇▇▇/Matin Parties that:
(i) MDCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into, and perform its obligations under, this Agreement.
(ii) MDCO has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(iii) The execution, delivery and performance by MDCO of this Agreement and the consummation by MDCO of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of MDCO.
(iv) This Agreement has been duly and validly executed and delivered by MDCO and constitutes a valid and binding obligation of MDCO, enforceable against MDCO in accordance with its terms except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (y) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(v) Neither the execution and delivery by MDCO of this Agreement nor the consummation by MDCO of the transactions contemplated hereby will (1) conflict with or violate any provision of the certificate of incorporation or the by-laws of MDCO, (2) require on the part of MDCO any notice to or filing with, or any permit, authorization, consent or approval of, any governmental entity, agency or body, (3) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which MDCO is a party or by which MDCO is bound or to which any of its assets is subject, (4) result in the imposition of any lien or encumbrance upon any assets of MDCO or (5) violate any order, writ, injunction, decree, statute, rule or regulation applicable to MDCO or any of its properties or assets.