By Pfizer. Pfizer shall have the right to make publications relating to the Research Program, Compounds and Products solely to the extent relating to a Compound or Product for which Pfizer has exercised its Option hereunder, provided that Pfizer does not publish Arvinas Know-How relating to the Arvinas Technology or the Arvinas Technology Improvements without Arvinas’ prior consent, which shall not be unreasonably withheld or delayed. Once any such abstract or manuscript is accepted for publication, Pfizer shall use reasonable efforts to provide Arvinas with a copy of the final version of the manuscript or abstract.
By Pfizer. Pfizer may assign and delegate any and all of its rights or obligations under this Agreement to a third party.
By Pfizer. Pfizer shall defend, indemnify and hold Esperion and its Affiliates and their respective directors, officers, employees and agents (each, an “Esperion Indemnified Party”), harmless from and against any and all Third Party claims, liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals whose assistance is reasonably required) arising out of Pfizer’s (and its Affiliates’ and sublicensees’) exploitation or other use of the Esperion Licensed IP or otherwise arising out of the development, preclinical or clinical testing, manufacture, use or sale by or for Pfizer, its Affiliates and sublicensees of products discovered, developed or otherwise commercialized by Pfizer, its Affiliates or sublicensees, including claims for personal injury, property damage, and infringement of intellectual property rights by Pfizer, its Affiliates or any such sublicensees, except to the extent caused by any Esperion Indemnified Party’s gross negligence or willful misconduct. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
By Pfizer. To the extent required by the [***] Agreement, Pfizer shall indemnify, defend and hold harmless [***] and [***] and any of their respective directors, officers, employees and agents (each, a “[***]), from and against any damages that are incurred by a [***] as a result of any third party claims, to the extent such claims arise out of the development, manufacture, use, offer for sale, sale or other commercialization, distribution, administration, storage or transport, by Pfizer or its Affiliates or sublicensees of any Program Aptamers or Products.
By Pfizer. Pfizer may freely delegate and assign Study-related duties and rights to an external provider upon advance notice to Contractor, and may freely delegate or assign its Study-related duties or rights to any Pfizer affiliate. If Pfizer delegates or subcontracts any duties, Pfizer remains responsible to Contractor for the performance of those duties. For the avoidance of doubt, the rights and duties discussed in this subsection are only those arising out of this Agreement
By Pfizer. As of the date hereof, PFIZER hereby represents and warrants to IMMUCELL as follows:
(a) PFIZER has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by PFIZER have been duly and validly authorized and approved by proper corporate action on the part of PFIZER, and PFIZER has taken all other action required by Law, its certificate of incorporation or by-laws or any agreement to which it is a party or to which it may be subject required to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of IMMUCELL, this Agreement constitutes a legal, valid and binding obligation of PFIZER, enforceable against PFIZER in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws.
(b) The execution and delivery of this Agreement and the performance by PFIZER contemplated hereunder will not violate (subject to obtaining appropriate governmental health, pricing and reimbursement approvals) any Laws or any order of any court or Governmental Authority.
(c) Neither the execution and delivery of this Agreement nor the performance hereof by PFIZER requires PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary CVM, EMEA and their equivalent approvals with respect to the manufacture, use or sale of the Licensed Product) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any termination of any agreement or contract to which PFIZER may be a party, except that may reasonably not be expected to adversely affect the ability to perform its obligations under this Agreement.
(d) There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or relating to or, to the best of knowledge of PFIZER, threatened against PFIZER in connection with or relating to the transactions contemplated by this Agreement.
By Pfizer. Pfizer may assign and 10. OBECNÁ USTANOVENÍ 10.
By Pfizer. Under any Study Order, Pfizer may freely assign and delegate Study- related rights and duties to a Pfizer Affiliate (see Section 15.2, Affiliates) or to a successor in interest in the Pfizer Product, Pfizer Compound, or area of research interest to which the Study Order relates. Upon advance written notice to Institution, Pfizer may also freely assign rights and delegate duties relating to a Study Order to a Pfizer research or business partner or to a contracted service provider. As indicated in Section 1.3.b (Execution by Affiliates), Pfizer Affiliates are authorized to contract for the support of an IIR Study under this Agreement by means of a Study Order executed by that Affiliate. Pfizer may also authorize a service provider to negotiate and execute a particular Study Order on Pfizer’s behalf. However, if Pfizer authorizes a service provider to negotiate and execute a particular Study Order on Pfizer’s behalf, then Pfizer will direct such service provider to honor and use the substantive terms of this Agreement or to conform the terms of its template documents to the substantive terms in this Agreement. Pfizer may not otherwise assign its rights or delegate its duties under this Agreement without written permission from Institution. If Pfizer delegates any duties, Pfizer remains responsible to Institution for the performance of those duties.
By Pfizer. The Studies for which Pfizer provides IIR Support are not designed, sponsored, or managed by Pfizer, therefore Pfizer provides no indemnification for Study conduct. However, Pfizer will indemnify and hold harmless (“Indemnify”) The University of Texas System, its Board of Regents, the Institution, any other Participating Sites, and all investigators, along with their officers, agents, and employees (collectively, “Institution Indemnified Parties”) from any losses (including reasonable costs of defense) from any third-party demand, claim, fine, or penalty (collectively “Claim”) that arises from (1) Pfizer's use of the Study Report or of any Invention licensed to Pfizer under this Agreement, (2) defects in the manufacture of the Pfizer Product, or (3) Pfizer’s use of Personal Data supplied to Pfizer by Institution (see Sections 15.3, Personal Data and 15.4, Processing of Personal Data by Pfizer), except to the extent that any of these types of Claim results from
a. failure of any Institutional Indemnified Party to use the Pfizer Product in accordance with the Protocol;
b. negligence or willful misconduct on the part of any Institution Indemnified Party;
c. a breach of any applicable law or regulation by any Institution Indemnified Party; or
d. failure by any Institution Indemnified Party to comply with material obligations under this Agreement or the applicable Study Order relevant to that party.
By Pfizer. Subcontractor acknowledges and agrees that (i) Pfizer may assign rights and delegate duties under the Master Agreement and the SOW to a Pfizer business partner or service provider, or to a successor in interest to the rights to the Pfizer product or project that is the subject of the SOW; (ii) Pfizer may freely assign rights and delegate duties under the Master Agreement and the SOW to any Pfizer Affiliate; (iii) upon Pfizer’s approval, Penta may assign rights and delegate duties under this Subcontractor Agreement and the related Master Agreement and SOW to a third party.
