By Roche. Roche shall defend, indemnify and hold harmless Dexcom and its Affiliates, and each of their respective directors, officers, employees, and agents, and their respective successors and permitted assigns (collectively, the “Dexcom Indemnitees”) from and against any and all Claims against either of (a) the Accu-Chek System or (b) any process created or utilized by Roche in connection with the performance of Services by Roche, or the exploitation or use thereof by the Dexcom Indemnitees, for infringement or misappropriation of any patent, copyright, trade secret or other intellectual property or proprietary right of another person or entity.
By Roche. After the expiry of the Collaboration, Roche shall destroy all chemical materials within the SGX Materials received from SGX and not designated as Early Lead Series under this Agreement.
By Roche. At Roche's expense, Roche or its authorized independent public accountant has the right to engage deCODE's independent public accountant to perform, on behalf of Roche or its independent public accountant, an audit, conducted in accordance with generally accepted auditing standards in the USA, of such Books of Account of deCODE, its Affiliates and sublicensees that are deemed necessary by deCODE's independent public accountants to report on Adjusted Gross Sales, Net Sales and Sublicensing Income of the deCODE Products for the period or periods requested by Roche. Results of any such examination shall be made available to both Parties. Roche or its authorized independent public accountant shall have the right to review the reports prepared by deCODE's independent public accountant and make inquiries of deCODE's independent public accountant regarding such reports. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to Books of Account covering any specific period of time, upon at least thirty (30) working days' prior written notice, and shall be conducted during regular business hours in such a manner as to not unnecessarily interfere with deCODE's normal business activities. All Books of Account referred to under this Section 9.4(b) shall be used only for the purpose of verifying royalty statements or compliance with this Agreement and (ii) shall be treated by Roche as Confidential Information under Section 13. The failure of Roche to request verification of any royalty calculation during the period under Section 9.3 when Books of Account have to be retained shall be considered acceptance of the accuracy of such reporting. In the event that such audit shall indicate that in any calendar year the royalties which should have been paid by deCODE are greater than those which were actually paid by deCODE, then deCODE shall promptly pay the underpaid amount to Roche and, if the royalties which should have been paid by deCODE are [CONFIDENTIAL TREATMENT REQUESTED] greater than those which were actually paid by deCODE, then deCODE shall also reimburse Roche for the reasonable cost of such audit. In the event that such audit shall indicate that in any calendar year the royalties which were actually paid by deCODE are greater than those which should have been paid, then, at deCODE's option, Roche shall promptly reimburse to deCODE the overpaid amount or deCODE shall deduct the overpaid amount from ...
By Roche. (a) During the Neuroscience Exclusivity Period, Roche and its Affiliates have the right to (i) [***] Accepted Neuroscience Phenomaps solely for the Collaboration and (ii) access and use the (A) Neuro Image Data from such Phenomaps and (B), if provided by or on behalf of Recursion in its sole discretion, any Neuro Image Embeddings, in each case (A)-(B), solely for creating Joint Multi-Modal Models, Neuro Image Multi-Modal Embeddings [***], Joint Multi-Modal Embeddings, and Joint Multi-Modal Maps in the Neuro Field with Recursion in accordance with the Multi-Modal Research Plans. In addition, [***].
(b) Roche and its Affiliates have the right to use (and sublicense, solely to the Third Parties set forth in this Section 8.4.2(b)) all Neuro Image Data and Stage 2/3 Image Data for which it exercised an External Use Option for any and all purposes both during and after the Neuroscience Exclusivity Period; provided that, during the Neuroscience Exclusivity Period, except in the conduct of the Collaboration, Roche will not initiate research or development programs for therapeutic products in the Neuro Field primarily using or based on such Neuro Image Data or Stage 2/3 Image Data. Unless otherwise agreed by the Parties in writing, Roche and its Affiliates have the right to disclose (or provide access to) such Neuro Image Data or Stage 2/3 Image Data under appropriate conditions of confidentiality solely to [***].
By Roche. (i) Roche shall have the right to terminate its license under Section 3.1(e) with respect to the Tier 1 Program and/or its rights under Section 3.2 with respect to the Tier 2 Program, on a Program-by-Program basis, for any reason or for no reason upon ninety (90) days’ written notice to Synosia.
(ii) Roche shall have the right to terminate this Agreement for any reason or for no reason upon ninety (90) days’ written notice to Synosia.
By Roche. For each Disease, Research Project and Elected Project:
(i) at least once per year during the term of this Agreement, Roche will inform deCODE as to the goals and scope of each project; (ii) commencing at the end of the Research Program for each Disease, and until the Registration of a Diagnostic Product in a given Major Country for such Disease, within sixty (60) days after the end of each calendar year, Roche shall provide to deCODE a written summary of Roche's, its Affiliates' and sublicensee's Commercially Reasonable Efforts during such previous calendar year, provided that Roche is permitted by any such sublicensee to share such information with deCODE. All such summaries shall be treated by deCODE as Confidential Information under Section 13.
By Roche. Roche may reduce the royalties otherwise due under Section 8.3(a), on a country-by-country basis, by [**] with respect to a given Diagnostic Product in a given country if, in such country, in any calendar quarter, one or more Third Parties markets a product ("Third Party Product") having as a component the same component as the Diagnostic Product, where (1) the manufacture, use or sale of such Third Party Product is not claimed by a deCODE Patent Valid Claim of an issued deCODE Patent or a Joint Patent Valid Claim of an issued Joint Patent in such country, and (2) such Third Party Product(s), in aggregate, have at least [CONFIDENTIAL TREATMENT REQUESTED] of the aggregate unit volume of sales for such Diagnostic Product and such Third Party Product in any calendar year in such country, as measured by IMS published data or such other index as the Parties may agree upon.
By Roche. Subject to Section 14.8, [CONFIDENTIAL TREATMENT REQUESTED], at any time during the term of this Agreement, Roche may, for any reason, without affecting or altering Roche's other obligations under this Agreement, terminate all rights and licenses by deCODE to Roche under this Agreement with respect to a Disease on a country-by-country basis by giving six (6) months' prior written notice to deCODE. In such event deCODE shall be entitled to continue to exercise the rights granted to it under this Agreement. The effective date of such termination shall be the date six (6) months after Roche provides such written notice to deCODE.
By Roche. (i) At least once per year during the term of this Agreement, Roche will inform deCODE as to the goals and scope of each Roche Development Program.
(ii) For a Selected Disease, commencing at the end of the Research Program for such Selected Disease, and until the Registration of a Diagnostic or Therapeutic Product in a given Major Country for such Selected Disease, within sixty (60) days after the end of each calendar year, Roche shall provide to deCODE a written summary of Roche's, its Affiliates and sublicensees Therapeutic Efforts and Diagnostic Efforts during such previous calendar year, provided that Roche is permitted by any such sublicensee to share such information with deCODE. The written summary shall also include information relating to the plan for pursuing regulatory approvals, the estimated date for making any IND Filing or NDA Filing, the expected date of receipt of approval of any IND or an NDA, and the anticipated launch date with respect to each Roche Product in each Major Country, to the extent such information is available. All such summaries shall be treated by deCODE as Confidential Information under Section 13.
By Roche. Roche may reduce the royalties otherwise due under Section 8.3(a), on a country-by-country basis, by [CONFIDENTIAL TREATMENT REQUESTED] with respect to a given Roche Product in a given country if, in such country, in any calendar quarter, one or more Third Parties markets a product ("Third Party Product") having as a pharmaceutically active ingredient the same Compound as the Roche Product, or its salt, where (1) the manufacture, use or sale of such Third Party Product is not claimed by a deCODE Patent Valid Claim of an issued deCODE Patent or a Roche Patent Valid Claim of an issued Roche Patent in such country, and (2) such Third Party Product(s), in aggregate, have at least [CONFIDENTIAL TREATMENT REQUESTED] of the aggregate unit volume of sales for such Roche Product and such Third Party Product in any calendar year in such country, as measured by IMS published data or such other index as the Parties may agree upon.
