Confidential Treatment Requested by Celera Corporation. Lab agrees to defend, indemnify, and hold diaDexus and subsidiaries, directors, officers, employees, and agents wholly harmless from and against any and all Claims that arise from (i) the willful misconduct of Lab including, without limitation, modification of any Product of diaDexus by Lab or a third party not within diaDexus’ control or without diaDexus’ express written permission; Lab’s gross negligence or willful misconduct, including, without limitation, the gross negligence of Lab’s employees. However, the foregoing rights to indemnity shall not apply to the extent that such Claims result from diaDexus’ negligence or willful misconduct including, without limitation, the negligence of diaDexus’ employees, or from the modification of any Product of Lab by diaDexus or a third party at diaDexus’ instruction. For purposes of this Paragraph R, the indemnified party shall give prompt written notice to the indemnifying party of any suits, claims, or demands by third parties or the indemnified party that may give rise to any Claim for which indemnification may be required under this Paragraph R; provided, however, that failure to give such notice shall not relieve the indemnifying party of its obligation to provide indemnification hereunder except if and to the extent that such failure materially affects the ability of the indemnifying party to defend the applicable Claim. The indemnifying party shall be entitled to assume the defense and control of any such Claim at its own cost and expense; provided, however, that the indemnified party shall have the right to be represented by its own counsel at its own cost in such matters. In the event that the indemnifying party declines to or fails to timely assume control of any such Claim, the indemnified party shall be entitled to assume such control, conduct the defense of, and settle such Claim, all at the sole cost and expense of the indemnifying party. Neither the indemnifying party nor the indemnified party shall settle or dispose of any Claim in any manner that would adversely affect the rights or interests of the other party without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Each party shall cooperate with the other party and its counsel in the course of the defense of any Claim, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information, and witnesses
Confidential Treatment Requested by Celera Corporation confidence, except that it may report the summary balance of payment results of its audit to diaDexus. diaDexus will treat all information subject to review under this Paragraph V in accordance with the confidentiality provisions of Paragraph W, and will cause its firm to enter into non-disclosure, non-use and Business Associate agreements reasonably acceptable in form and substance to Lab, obligating such firm to retain all such financial information in confidence and not otherwise use such information pursuant to such confidentiality agreement. (c)
Confidential Treatment Requested by Celera Corporation. The receiving party further acknowledges and agrees that in the event of any actual or threatened breach of this Paragraph W, the disclosing party may have no adequate remedy at law and, accordingly, that the disclosing party will have the right to seek an immediate injunction enjoining any breach or threatened breach of this Paragraph W, as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach or threatened breach. All obligations of non-disclosure and non-use imposed pursuant to the terms and conditions of this Paragraph W shall survive expiration or termination of this Agreement and continue in full force and effect for a period of ten (10) years after the effective date of such expiration or such termination.
Confidential Treatment Requested by Celera Corporation shall give written notice of its election to HeartLab by [***] after receiving notice of the request from HeartLab. HeartLab may thereafter bring suit for patent infringement only if Berkeley Lab elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where HeartLab has exclusive rights under this Agreement. If, however, HeartLab elects to bring suit in accordance with this paragraph, Berkeley Lab may thereafter join such suit at its own expense.
Confidential Treatment Requested by Celera Corporation the voting stock of the party; c) whose majority ownership is directly or indirectly common to that of the party; or d) defined under a), b), or c) above except the amount of said ownership is less than fifty percent (50%) but that amount is the maximum amount permitted by law and Licensee has effective control.
Confidential Treatment Requested by Celera Corporation. 2.5 Rights granted to Licensee under this Agreement are personal to Licensee alone. Licensee shall have no right to sublicense, assign or otherwise transfer or share its rights hereunder, except as permitted under Section 9.1 of this Agreement.
Confidential Treatment Requested by Celera Corporation calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent auditor retained by Applera. If in dispute, such records shall be kept until the dispute is settled. Inspection shall be at Applera’s expense, unless the auditor concludes that the amount payable that is stated in a report is understated by five percent (5%) or more, in which case expenses shall be paid by Licensee.
Confidential Treatment Requested by Celera Corporation license issuance fee (for which the payment obligation has not already accrued) payable under Section 3.1(a) of this Agreement shall be cancelled.
Confidential Treatment Requested by Celera Corporation. 11.3 Any notice required or permitted to be given by this Agreement shall be given by postpaid, first class, registered or certified mail, or by overnight courier or facsimile, properly addressed to the other party at the respective address as shown below: If to Applera: Applied Biosystems 000 Xxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, X.X.X. 00000 Attention: Director of Licensing If to Licensee: Cepheid 000 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Attention: Vice President, Business Development Either party may change its address by providing notice to the other. A notice shall be deemed given four (4) full business days after the day of mailing, or one full day after the date of delivery to the courier, or the date of facsimile transmission, as the case may be.
Confidential Treatment Requested by Celera Corporation. Exhibit 1: Definition and set of prospective general specifications for a Cepheid Real-Time Thermal Cycler containing one or more I-CORE modules The instruments are those containing one or more I-COREÔ modules. An I-CORE module is comprised of (1) a single site, discrete, individually controllable heater sleeve containing a heating element and designed to accept a disposable reaction tube or cartridge, (2) an integrated cooling mechanism (e.g. a fan) that enables passage of ambient or cooled air across the heater sleeve, and (3) optical blocks containing solid state components that enable optical interrogation of the reaction solution in the reaction tube or cartridge. In a single site configuration comprised or a single I-CORE module, the I-CORE module will contain all of the elements listed above. In a multi-site configuration comprised of multiple I-CORE modules, each I-CORE module:
