By Millennium. Millennium shall have the right, but not the obligation, to publish or publicly disclose, in its sole discretion, any manuscript containing scientific or clinical results generated during the Term relating to the Designated Targets, Licensed Compounds or Licensed Products, and shall provide Sunesis with a courtesy copy of such manuscript prior to its publication.
By Millennium. Millennium may submit written notice to Portola requesting access to [*] System(s) at Millennium’s facilities. Upon such request, the Parties shall negotiate the amount that Millennium would compensate Portola for providing such [*] System (excluding Portola’s costs of supporting such [*] System which are handled in Section 2(c)(2)), calculated at Portola’s then current [*] plus [*] in connection with making, transferring and installing such [*] System. Notwithstanding the foregoing, the [*] to be so paid to Portola for any [*] System by Millennium (if the parties agree to [*] of [*]) will not exceed [*] dollars ($[*]) unless otherwise agreed in writing by the Parties or unless Portola [*] in the [*] or [*], which in either case may cause [*] providing such [*] System to increase. Portola will [*] enter into agreements with Millennium to supply and support any [*] Systems provided to Millennium, provided that in the event that Portola does not then have such [*] System for use by Millennium because Portola requires the same for [*] or to fulfill [*], then Portola shall have the right to provide to Millennium a Product instead of [*] System; and further provided that if Portola provides a Product to Millennium, such Product shall be treated as [*] System for purposes of this Agreement. For additional clarity, any additional [*] System or Product, as the case may be, provided by Portola to Millennium shall be subject to the terms and conditions of this Agreement.
By Millennium. Millennium shall indemnify, save and hold harmless the Oaktree Parties and (without duplication) their respective Affiliates, successors and assigns and each of the foregoing’s respective Representatives (collectively, the “Oaktree Indemnified Parties”) from and against any and all Damages arising out of, resulting from or incident to:
(i) the breach of any representation or warranty made by Millennium under Article III as of the Execution Date, the 1A Closing Date, the 1B Closing Date or the Second Closing Date (it being agreed that for purposes of such right to indemnification, such representations and warranties shall be deemed not to be qualified by any references therein to Knowledge or materiality generally or to whether or not any breach would result or could be expected to result in a Material Adverse Effect) such qualification shall in all respects be disregarded; provided, however, that if the occurrence of an event disclosed in an update pursuant to Section 6.5 is expressly permitted by Section 6.1 or Oaktree’s condition in Section 5.1(a)(ii) was satisfied by waiver, then disclosure of such event shall not be disregarded for purposes of determining whether there was any inaccuracy in, or any breach of, any representation or warranty as of the 1A Closing Date; and provided, further, that if the occurrence of an event disclosed in an update pursuant to Section 6.5 is expressly permitted by Section 6.1 or Oaktree’s condition in Section 5.1(b)(ii) was satisfied by waiver, then disclosure of such event shall not be disregarded for purposes of determining whether there was any inaccuracy in, or any breach of, any representation or warranty as of the 1B Closing Date; and provided, further, that if the occurrence of an event disclosed in an update pursuant to Section 6.5 is expressly permitted by Section 6.1 or the Oaktree Parties’ condition in Section 5.1(c)(ii) was satisfied by waiver, then disclosure of such event shall not be disregarded for purposes of determining whether there was any inaccuracy in, or any breach of, any representation or warranty as of the Second Closing Date; or
(ii) the breach of any covenant or agreement by or relating to MGIM, Millennium, the Company, Cannery, Rampart, Nevada LLC, Xxxxxx or Xxxxxxx (but not to the extent of Xxxxxxx’x interest in Nevada Palace, Esquire, NP Land or WCW) contained in this Agreement or any Other Document. Notwithstanding anything in this Agreement to the contrary, claims by any Oaktree Indemnifie...
By Millennium. Millennium represents, warrants, and covenants to Cardinal Health, as of execution of this Agreement and during the term of this Agreement, as follows:
(a) that Millennium is under no obligation to any third party that would prevent the execution of this Agreement or interfere with its performance under this Agreement;
(b) that Millennium shall comply with all laws, rules and regulations that apply to the Products and their sale, the Program, and this Agreement, including but not limited to the Act, the PDMA, the Medicare and Medicaid Anti-Kickback Act (42 U.S.C. ss. 1320a-7b(a)), the Civil False Claims Act (31 U.S.C. ss. 3729(a)), Sections 1128A, 1128B, and 1877 of the Social Security Act (42 U.S.C. ss.ss. 1320a-7a, -7b, and 0000nn), the Health Care Fraud Act (18 U.S.C. ss. 1347), and the Criminal False Claims Act (18 U.S.C. ss. 287), as amended from time to time, as well as similar applicable state laws;
(c) that the Product Labeling and Product Promotional Materials are accurate, complete, and in compliance with the Act and all rules and regulations of the FDA;
(d) that the manufacture, sale, and distribution of the products do not and will not during the term of this Agreement, infringe any valid patent or other proprietary rights of third parties, and the Products have all necessary governmental approvals and may be lawfully Detailed and sold by Millennium and the Representatives.
