Ciba. Ciba Specialty Chemicals Holding, Inc., a Swiss corporation, together with its affiliates holding Company voting securities pursuant to Section 4.01(b) of the Governance Agreement.
Ciba. Chiron may terminate this Agreement in its entirety upon ninety (90) days prior written notice; provided, however, that such notice of termination may not be given prior to three (3) months after the Effective Date. Notwithstanding the foregoing, if the Fragmentation and Embolization Study fails to meet the Study Criteria, as set forth in Section 3.3.1, Ciba/Chiron shall have the right to terminate this Agreement upon thirty (30) days prior written notice as set forth in Section 3.3.1(c).
Ciba. Ciba shall have the right to designate from time to time Ciba personnel to participate in the Program ("Ciba Personnel"). Ciba Personnel shall remain employed or otherwise engaged by Ciba during their participation in the Program. Ciba shall remain responsible for all compensation (including salary, bonus and other benefits) payable to, and all travel, lodging and other business expenses of such Ciba Personnel.
Ciba. Subject to Section 5.1(c), Ciba shall be permitted to sublicense the rights granted to it under Sections 5.1(a) and 5.1(b) to any Person in connection with the research concerning, development, manufacture, distribution or sale by such Person of Systems for drugs owned, licensed or manufactured by Ciba; provided, however, that such license may not permit such Person to grant lower level licenses. Any other sublicense by Ciba of its rights under Sections 5.1(a) and 5.1(b) may be made only with the prior written consent of Dermion, which Dermion may give or withhold in its sole discretion.
Ciba and Hexcel shall promptly notify each other of, and furnish each other with any information that may reasonably be requested with respect to, the occurrence to Hexcel's or Ciba's knowledge, as the case may be, of any event or condition or the existence to Hexcel's or Ciba's knowledge, as the case may be, of any fact that would cause any of the conditions to the other party's obligation to consummate the transactions contemplated by this Agreement and the Ancillary Agreements not to be fulfilled.
Ciba. Geigy shall warrant the performance of any and all rights and obligations of this Agreement by its Affiliate(s) and/or sublicensees. Tanox shall warrant the performance of any and all rights and obligations of this Agreement by its Affiliate(s). Tanox agrees, if Ciba-Geigy so requests, to enter into a separate agreement with any Affiliate(s) of Ciba-Geigy granting a license in accordance with the provisions of this Agreement. Such agreement shall incorporate all of the terms of this Agreement to the extent that they are applicable. Ciba-Geigy shall guarantee the performance of any and all responsibilities of the Affiliate(s) under such separate agreement. Additionally, the parties may, by mutual written consent, license rights granted or retained under this Agreement to a third party to manufacture the commercial supply of Product(s) for itself and/or the other party.
Ciba. Geigy and Tanox shall have continuing obligations to timely advise each other of all adverse drug reactions and other similar matters relevant to maintaining approvals and registrations of the Product(s).
Ciba. Geigy and Tanox shall have the continuing obligations to timely advise each other of any governmental regulatory problems, notices, actions or communications relating to the Product(s).
Ciba. Geigy shall have the right to have, at its own expense, an independent certified public accountant, to which Tanox has no reasonable objection, inspect Tanox's books and records of account to determine and communicate to Ciba-Geigy only whether Tanox has properly charged Ciba-Geigy pursuant to Article 7 for supplies of Product(s) and for reimbursement of other Tanox costs pursuant to this Agreement and the amount of any discrepancy. Tanox agrees that such records are maintained or will be maintained in sufficient detail to permit such determination for a period of at least three (3) years from the date of their origin. If any review by the independent accountant of Ciba-Geigy of such books and records should indicate that the amount(s) paid by Ciba-Geigy has not been correct, the parties shall seek to mutually agree to settle any discrepancies raised by Ciba-Geigy's accountants and, if the parties mutually agree that the discrepancy is greater than one percent (1%) in Tanox's favor, then Tanox shall agree to reimburse Ciba-Geigy for the expense of such inspection.
Ciba. Geigy acknowledges that, in accordance with its sole right to determine the overall marketing and sales strategy for the Product(s), and in consideration of the input to same which, from time to time may be provided by Tanox, it shall provide Tanox with a commercially reasonable opportunity to achieve its * compensation of Ciba-Geigy Profits as defined above.
