By Oncotelic. Oncotelic shall defend, indemnify, and hold harmless Marina, its Affiliates (other than Oncotelic) and their respective directors, officers, shareholders, employees and agents (“Marina Indemnitees”), from and against any and all liabilities, claims, damages, losses, penalties, fines, costs, expenses (including reasonable attorneys’ fees), judgments or settlements (collectively, “Liabilities”) arising from or occurring as a result of any investigation, claim, action, suit, or other proceeding by any Person other than the parties (each, a “Third Party Claim”) against a Marina Indemnitee, which Third Party Claim is due to or based upon: (a) any breach of a representation, warranty, covenant or agreement made or undertaken by Oncotelic under this Agreement; (b) any negligent or more culpable act of Oncotelic, or any of its Affiliates or sublicensees under this Agreement; or (c) the development, manufacture, use, offer for sale, sale, importation or marketing of any Licensed Product by Oncotelic, or any of its Affiliates or sublicensees. However, Oncotelic shall not indemnify or hold harmless any Marina Indemnitee from any Liabilities to the extent that such Liabilities were the direct result of the acts or omissions of a Marina Indemnitee, or any breach of any term or warranty of this Agreement by Marina.
By Oncotelic. Any provision herein notwithstanding, Oncotelic shall have the right to terminate this Agreement by giving Marina thirty (30) days prior written notice referencing this Section 15.2.2. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
By Oncotelic. ONCOTELIC shall be solely responsible, at its own expense, for, and shall control all aspects of Development (including, but not limited to, pre-clinical and clinical development), manufacture, registration and commercialization (including, but not limited to, marketing, promoting, selling, distributing and determining pricing for), and generation of the Territory-M New Data for the Product in the Field in the Territory-M.
By Oncotelic. On an annual basis after the Effective Date, ONCOTELIC shall provide ATB with copies of or access to all Territory-M New Data not previously provided to ATB and ATB shall have the right to but not obligation, to use the Territory-M New Data as necessary to incorporate it into ATB’s Development plan and to seek to obtain and maintain Regulatory Approval for Products in Territory, including the right to but not obligation, to incorporate Territory-M New Data in Regulatory Filings with Regulatory Authorities in Territory and to cross-reference Regulatory Filings Controlled by ONCOTELIC in the Territory-M, in each case for the purpose of obtaining and maintaining Regulatory Approval for Products in Territory, and otherwise to exercise its rights or fulfill its obligations under this Agreement. Without limiting foregoing, if ATB uses the Phase III portion of the Territory-M New Data for Development and/or Regulatory Filings/Approval in the Territory, then ATB shall be obligated to pay a higher percentage Royalties to ONCOTELIC, pursuant to Section 4.2(b).
By Oncotelic. In the event that ONCOTELIC enters into an agreement with a Sublicensee, if such Sublicensee is involved in generation of Territory-M New Data, ONCOTELIC shall ensure that such Sublicensee allow ONCOTELIC to provide ATB access to, and the right to use, all such Data generated by such Sublicensee, to the extent that such Data is reasonably necessary or useful for Development or Commercialization of the Product in the Field in the Territory, including preparation and filing of MXXx for a Product with the applicable Regulatory Authorities in the Territory, in accordance with this Agreement; provided that ONCOTELIC shall require each Sublicensee to allow ONCOTELIC to provide to ATB access and the right to use all Data related to the Molecule and the Product that is (i) Safety Data or (ii) otherwise necessary to be provided to any Regulatory Authority in the Territory in connection with the Development and Commercialization of the Product in the Field in the Territory. ATB shall ensure that each of its Affiliates and licensees allows ATB to provide ONCOTELIC access to and the right to, use all Data generated by such Affiliate or licensee, and ONCOTELIC shall have the right to but not obligation to use such Data to the extent permitted under this Agreement, including the right to incorporate all Data into any Regulatory Filings for a Product in the Territory-M. For avoidance of doubt, both ONCOTELIC and ATB shall have the right to access but not obligation to use, the Territory New Data and Territory-M New Data, for Development and/or Regulatory Filings/Approval in the Territory-M and Territory, respectfully.
