By MedImmune Sample Clauses

By MedImmune. This Agreement may be terminated for any reason by MedImmune (a) upon thirty (30) days prior written notice or (b) immediately in the event that MedImmune reasonably believes that termination is required to protect subject safety, or if Institution is declared insolvent or has an administrator or receiver appointed over all or parts of its assets or cease or threatens to cease to carry on its business.
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By MedImmune. MedImmune hereby represents and warrants to Xencor that MedImmune has the right to grant the license and sublicense set forth in Section 2.3 as applicable to each MedImmune Patent, and no MedImmune Patents are solely owned by […***…] (i.e., MedImmune or its Affiliate is at least a co-owner of all MedImmune Patents). The […***…] License is in full force and effect, MedImmune has not breached it, and MedImmune has received no notice of breach under the […***…] License.
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By MedImmune. MedImmune may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Kolltan, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, MedImmune may assign its rights or obligations hereunder without the prior written consent of Kolltan (but shall notify Kolltan in writing promptly after any such assignment) (a) subject to the next sentence, by way of sale of itself or the sale of the portion of its business to which this Agreement relates, through merger, sale of assets or sale of stock or ownership interest, provided that the assignee shall expressly agree to be bound by MedImmune’s obligations hereunder and that such sale is not primarily for the benefit of MedImmune’s creditors, and (b) to any of its Affiliates, provided that the assignee shall expressly agree to be bound by MedImmune’s obligations hereunder and that MedImmune shall remain responsible for its applicable Affiliate’s performance hereunder. In the event of an acquisition of MedImmune or its assets or equity by a Third Party, such acquisition shall not provide Kolltan with rights or access to (x) any Patents or Know-How of such Third Party, or any Affiliate of such Third Party that becomes an Affiliate of MedImmune as a result of such acquisition, that exists prior to such acquisition, or (y) any Patents or Know-How of such Third Party, or any Affiliate of such Third Party that becomes an Affiliate of MedImmune as a result of such acquisition, that are filed or developed, as the case may be, after the date of such acquisition, in the case of (y) for so long as MedImmune (or, in the case of an acquisition of MedImmune’s assets by such Third Party, the applicable program of such Third Party) continues to conduct any activities related to this Agreement independently of such Third Party (or, in the case of an acquisition of MedImmune’s assets by such Third Party, any other programs of such Third Party), or such Affiliate of such Third Party, and without any sharing or transfer of relevant Know-How.
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By MedImmune. MedImmune may, without prejudice to any other remedies available to it under Applicable Law or in equity, terminate this Agreement with respect to a Program if Kolltan has materially breached or defaulted in the performance of its obligations hereunder with respect to such Program and such breach or default has continued for [**] days after written notice thereof describing such breach or default was provided to Kolltan by MedImmune. Any such termination shall become effective at the end of such [**] day cure period, unless Kolltan has cured such breach or default prior to the expiration of such cure period.
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By MedImmune. MEDIMMUNE shall indemnify and hold SB, its Affiliates and its Sublicensees, and each of their respective directors, officers, employees, shareholders and agents, harmless from and against any and all Third Party claims, suits or demands for liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from: any breach of a representation or warranty made by MEDIMMUNE or negligence, recklessness or wrongful intentional acts or omissions of MEDIMMUNE, or its Affiliates and their respective directors, officers, employees and agents, in connection with the work performed by MEDIMMUNE under the Research Program.
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By MedImmune. MedImmune agrees to indemnify and hold harmless Cerus, its directors, officers, employees and agents (individually and collectively, the “ Cerus Indemnitee”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “Losses”) to the extent arising from (a) the research, development, manufacture, use or sale of Products by MedImmune, or any of its Affiliates or Sublicensees, (b) the use of Products manufactured or sold by MedImmune or any of its Affiliates or Sublicensees by any purchasers thereof, or (c) the use by MedImmune or any of its Affiliates or Sublicensees of the Cerus Patents, Cerus Know-How or Cerus Materials.
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By MedImmune. MedImmune warrants, represents and covenants to AGTC that except as described in Appendix B, which is attached hereto and incorporated herein by reference:
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By MedImmune. To the extent not provided to XXXXXX prior to the EFFECTIVE DATE and to the extent MEDIMMUNE develops or has developed any data or information consistent with the terms of this AGREEMENT that was not initially provided to MEDIMMUNE by XXXXXX, MEDIMMUNE shall, as soon as practical after the EFFECTIVE DATE and on a periodic basis, provide XXXXXX with data and information that MEDIMMUNE has in its possession with respect to NUMAX and the liquid formulation of SYNAGIS that is necessary for XXXXXX to obtain appropriate REGULATORY APPROVALS in the TERRITORY, which data and information may include, but would not be limited to, filings with the FDA to the extent such information could reasonably be expected to affect XXXXXX’x REGULATORY FILINGS in the TERRITORY. Notwithstanding the foregoing, primary source data will only be made available upon request from the REGULATORY AUTHORITY where required for REGULATORY APPROVAL. All such information provided by MEDIMMUNE shall be in the English language. MEDIMMUNE and XXXXXX shall, through the DEVELOPMENT COMMITTEE, jointly coordinate the best regulatory approach and filing strategy necessary to assure the successful submission and approval of NUMAX and the liquid formulation of SYNAGIS in the TERRITORY. MEDIMMUNE shall provide XXXXXX reasonable technical assistance and cooperation in connection with XXXXXX’x efforts in obtaining and maintaining REGULATORY APPROVAL of NUMAX and the liquid formulation of SYNAGIS in each MAJOR MARKET. MEDIMMUNE shall provide XXXXXX access to MEDIMMUNE’s clinical database and master SAS database upon reasonable notice solely to enable XXXXXX to expediently respond to queries from REGULATORY AUTHORITIES in the TERRITORY regarding the PRODUCTS, including but not limited to, data regarding the Phase III pivotal clinical trials for SYNAGIS; provided, however, that any response to such queries shall be first submitted to MEDIMMUNE for review and comment. Any analysis, reports and other materials prepared from the information provided under this Section 5.5, will be made available to MEDIMMUNE consistent with Section 7.1 and other applicable provisions of this AGREEMENT. Such analysis, reports and other materials shall be used for the sole purpose of obtaining REGULATORY APPROVAL or for any other purpose approved by the DEVELOPMENT COMMITTEE.
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