CTI. CTI represents and warrants that as of the Effective Date:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of California.
(b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of CTI.
(c) CTI has the corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
CTI. CTI agrees to defend Xxxxxx and its Affiliates at its cost and expense, and will indemnify and hold Xxxxxx and its Affiliates and their respective directors, officers, employees and agents (the "Xxxxxx Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by CTI of any of its representations, warranties or obligations pursuant to this Agreement or (ii) personal injury from the development, manufacture, use, sale or other disposition of Product by CTI, its Affiliates and/or sublicensees. In the event of any such claim against the Xxxxxx Indemnified Parties by any Third Party, Abbot shall promptly notify CTI in writing of the claim and CTI shall manage and control, at its sole expense, the defense of the claim and its settlement. The Xxxxxx Indemnified Parties shall cooperate with CTI and may, at their option and expense, be represented in any such action or proceeding. CTI shall not be liable for any litigation costs Execution Copy or expenses incurred by the Xxxxxx Indemnified Parties without CTI's prior written authorization. In addition, CTI shall not be responsible for the indemnification of any Xxxxxx Indemnified Party arising from any negligent or intentional acts by such Party, or as the result of any settlement or compromise by the Xxxxxx Indemnified Parties without CTI's prior written consent.
CTI. CTI agrees to defend Abbott and its Affiliates at its cost and expense, and will indemnify and hold Abbott and its Affiliates and their respective directors, officers, employees and agents (the "Abbott Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by CTI of any of its representations, warranties or obligations pursuant to this Agreement, or (ii) personal injury from the development, manufacture, use, sale or other disposition of Product (other than Abbott Products) by CTI, its Affiliates, sublicensees, distributors xx xxxlaborators. In the event of any such claim against the Abbott Indemnified Parties by any Third Party, Abbott shall promptly notify CTI in writing of the claim and CTI shall manage and control, at its sole expense, the defense of the claim and its settlement. The Abbott Indemnified Parties shall cooperate with CTI and may, at their option and expense, be represented in any such action or proceeding. CTI shall not be liable for any litigation costs or expenses incurred by the Abbott Indemnified Parties without CTI's prior written authorization. In addition, CTI shall not be responsible for the indemnification of any Abbott Indemnified Party arising from any negligent or intentional acts by such Abbott Indemnified Party, or as the result of any settlement or compromise by the Abbott Indemnified Parties without CTI's prior written consent.
CTI. Subject to the accuracy of BIIB’s applicable representations and warranties in Article V of the Asset Purchase Agreement, CTI represents and warrants to BIIB, as of the Effective Date, as follows:
(a) CTI has the power and authority to execute, deliver and perform this Agreement, and this Agreement is a valid and binding obligation of CTI, enforceable in accordance with its terms; and
(b) CTI has the right to grant the licenses to the Product Patents, the Product Trade Dress, the Product Trademarks and the Product Manufacturing Technology (to the extent of any CTI interest in the Product Manufacturing Technology) that are the subject of this Agreement.
CTI. Each share of common stock, par value $100.00 per share, of CTI --- issued and outstanding or held as treasury shares immediately prior to the Effective Date shall be canceled without payment of any consideration therefor and shall cease to exist and be outstanding.
CTI. CTI shall remain solely responsible for its management and financial obligations under the current ** manufacturing agreements (proposals, work orders, purchase orders, or the like, under the **. CTI shall remain solely responsible for its management and financial obligations under the current ** manufacturing agreements (proposals, work orders, purchase orders, or the like, under **. CTI and Baxalta will mutually agree upon a transition plan for Baxalta’s management of ** Drug Product production responsibilities and production costs; provided, however, CTI (i) will continue to bear responsibility for all ** Drug Product production costs until Baxalta Quality release of Drug Product (minimally to include all launch supplies to be defined at a future date), and (ii) the transition shall be executed and completed within ** months after notice from Baxter to CTI of its intent to have the transition. For the avoidance of doubt, Baxalta’s assumption of the management of ** manufacturing shall only occur after Baxalta certifies the successful transfer of responsibility including, but not limited to, contractual relationship, tech transfer, Baxalta resources are in place, completed successful pre-approval inspection(s) for US and EU health authorities.
