FibroGen. FibroGen represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware; and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of FibroGen.
FibroGen. FibroGen may terminate the Research and/or this Agreement with forty-five (45) days written notice to Medarex.
FibroGen s failure to perform in accordance with paragraph 3.1 above shall be grounds for LICENSOR to terminate this Agreement pursuant to Paragraph 13.3 hereof.
FibroGen may assign or otherwise transfer this Agreement and the license granted hereby and the rights acquired by it hereunder, so long as such assignment or transfer shall be accompanied by a sale or other transfer of substantially all of FIBROGEN's entire business, or that part of FIBROGEN's business to which the license granted hereby relates.
FibroGen. FibroGen hereby represents and warrants to AstraZeneca that, as of the Effective Date:
FibroGen. FibroGen hereby represents and warrants to STA that, as of the Effective Date:
FibroGen. Improvements that (i) relate to FibroGen Confidential Information and Know-How, and (ii) do not relate to BI Pharma Confidential Information and Know-How, and (iii) which arise out of or in connection with BI Pharma’s activities performed under this Definitive Agreement (collectively, “FibroGen Intellectual Property”) will be exclusively owned by FibroGen and FibroGen shall control patent prosecution and maintenance thereof. BI Pharma agrees to assign and hereby assigns to FibroGen all right title and interest it may have in any FibroGen Intellectual Property. BI Pharma shall provide reasonable assistance to FibroGen for any action which may be necessary to assign or otherwise transfer any rights to FibroGen Intellectual Property contemplated by this Section 9.2. BI Pharma shall notify FibroGen within [ * ] of becoming aware of such FibroGen Intellectual Property.
FibroGen. FG shall have the exclusive right, including the right to authorize others, to market, sell and distribute the Lead Compounds for any use in the FG Territory. Subject to the restrictions contained in Section 8.3.4 hereof, FG retains the exclusive right, including the right to authorize others, to market, sell and distribute worldwide the Lead Compounds for use outside the Field.
FibroGen. FibroGen hereby represents and warrants to Catalent that, as of the Effective Date:
FibroGen. FibroGen may terminate the Research and/or this -------- Agreement with [*****] written notice to Medarex.
