Genentech. Genentech shall maintain on an ongoing basis coverage for Products Liability and Completed Operations including coverage for Clinical Trials, in the minimum amount of [*****] per occurrence, combined single limit for bodily injury and property damage liability.
Genentech. Genentech shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Genentech any Program IP Rights and Genentech IP Rights, created, discovered, conceived or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties.
Genentech. Genentech shall perform its obligations under each Research Program using such number of Genentech FTEs as it deems appropriate to conduct activities delegated to it under such Research Program.
Genentech. As between the Parties, Genentech shall solely own (a) the Genentech IP (other than Program IP), (b) Genentech Core Inventions and (c) Genentech Non-Collaboration PD1/IL-15 Patents; and
Genentech. During the Term and for five (5) years thereafter, Genentech will obtain and maintain comprehensive general liability insurance including broad form general liability, completed operations and products liability, personal injury liability, blanket contractual liability and broad form property damage liability) with limits of not less than $5,000,000 combined single limit for bodily injury and property damage liability per occurrence and annual aggregate, containing a cross-liability or severability of interests clause. During the Term, Genentech will obtain and maintain worker's compensation insurance as required under applicable law and employer's liability insurance with a limit of not less than $1,000,000. With respect to all insurance coverage required under this SECTION 10.5(b): (i) all insurance carriers shall be reputable; (ii) Genentech will furnish Alkermes with certificates of insurance evidencing at least the required coverage as soon as practicable after the Effective Date and each anniversary of the Effective Date during the Term (and for five (5) years thereafter if such coverage is then required hereunder); and (iii) all policies will include provisions for at least ten (10) days' prior written notice of any material change or cancellation (whether for non-payment or otherwise).
Genentech. In July 2016, the ECJ gave a ruling on a question from the Paris Court of Appeal as regards competition law and patent licences.101 The case arose from an arbitration which had been appealed to the French courts. Genentech had entered into a patent licensing agreement with Behringswerke, a company subsequently taken over by Sanofi-Aventis, for a worldwide non-exclusive licence to use a patented “cytomegalovirus enhancer” to make a product used for 91 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797. 92 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [63]. 93 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [65]. 94 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [69]. 95 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [70]. 96 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [25]. 97 Opinion of X.X. Xxxxxxxx in VM Remonts EU:C:2015:797 at [27].
Genentech. Genentech hereby represents and warrants to OSI that:
11.1.1 Genentech has the corporate power and authority and the legal right to enter into this Agreement and to perform its obligations under this Agreement; and
11.1.2 to the best of its knowledge after reasonable inquiry, Genentech has a sufficient number of employees with such expertise and experience as is necessary or appropriate to fulfill its obligations set forth in this Agreement.
Genentech. OSI/GNE JOINT STEERING COMMITTEE -------------------------------- US Development/Commercialization 3 Senior Managers Each -Guidance -Annual Plan and Budget Approval -------------------------------------------------- ----------------- Joint Finance Sub-Committee ----------------- ------------------------------------- OSI/GNE ---------- US PROJECT TEAM ------------------------------------- ------------------- CRO MANUFACTURING DATA, ETC. ------------------- -------------------- GNE Regulatory Affairs Clinical Sub-Committee R&D OSI Clinical Team -------------------- Activities Team
Genentech. Genentech shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to Genentech any Know-How and other intellectual property (together with all Patents and other intellectual property rights therein) developed, conceived, or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties; provided, that, in the case of any such Third Parties, to the extent that an assignment of such intellectual property cannot be obtained, then (i) licenses sufficient to enable the Development, Commercialization and Manufacturing of Collaboration Constructs and Collaboration Products hereunder and, (ii) with respect to PD1 Component Know-How or IL-15 Component Know-How disclosed or claimed in any Xencor Non-Collaboration PD1/IL-15 Patent, and with respect to Xencor Non-PD1 Component IP, licenses sufficient to enable the Development, Commercialization and Manufacturing of any construct and any product for all uses, shall satisfy the obligations of this Section 10.3.2. Genentech hereby assigns to Xencor any and all rights, title, or interest that Genentech may have in any Xencor Core Invention and [***].
Genentech. Genentech hereby represents and warrants to Wyeth that:
16.1.1 As of the Effective Date, and without expanding any representation and warranty set forth in this Section 16.1, Genentech owns or has sufficient right, title or interest in and to the Working Cell Bank, Genentech Confidential Information (including, without limitation, the Manufacturing Documentation), and all information to be supplied by Genentech to Wyeth under any of the Transaction Agreements to supply the same to Wyeth for Wyeth's use in accordance with the terms and conditions of the Transaction Agreements;
16.1.2 Except as otherwise disclosed to Wyeth by Genentech as of the Effective Date, to the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, there is no lawsuit pending against Genentech in the Territory that alleges patent infringement by the manufacture or sale of the Product, the use of the Manufacturing Process or the use or propagation of any of the Genentech Proprietary Materials or Raw Materials (to the extent such use or propagation is undertaken as part of performing the Manufacturing Process);
16.1.3 Except as otherwise disclosed to Wyeth by Genentech as of the Effective Date, to the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, Genentech has not received written notice alleging infringement of a Third Party patent by the manufacture or sale of the Product;
16.1.4 To the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, the manufacture, use or sale of the Product, the use of the Manufacturing Process (including the use or propagation of any of the Genentech Proprietary Materials or the Raw Materials to the extent such use or propagation is undertaken as part of performing the Manufacturing Process) do not infringe any issued United States patent owned or controlled by any Third Party;
16.1.5 To the actual knowledge of members of the Genentech legal department as of the Effective Date, without a duty of inquiry and without conducting any additional inquiry with respect to this Agreement, based upon the scope of claims and content of such patent applicat...
