Liability and Warranties. 7.1 Biologics gives no representation or warranty that the Patent Rights which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Biologics or any third party. Biologics represents and warrants to Licensee that as of the Effective Date that it has the title to grant the licence granted pursuant to this Agreement and that the licence granted does not conflict with or violate the terms of any agreement between Biologics and any third party. 7.2 To the best of Biologics' knowledge and belief, as of the date hereof, save for the Patent Rights there are no patent rights or patent applications with respect to the Materials and Materials Know How of which Biologics or its Affiliate is the proprietor and which are necessary to enable the Licensee to exercise the rights granted herein. In the event Biologics becomes the proprietor of patent rights with respect to the Materials and Materials Know How which are necessary to enable Licensee to exercise the rights granted herein, Biologics agrees to grant a licence under the patent rights to the extent necessary to enable the Licensee to exercise such rights at no additional charge. As of the date of this Agreement Biologics' Legal or Corporate Departments have not received any claim or demand by any third party claiming infringement of its intellectual property rights by use of the Intellectual Property in accordance with the provisions of this Agreement. Biologics agrees to notify Licensee at any time during the term of this Agreement if it receives such notice or demand. 7.3 The Licensee hereby acknowledges that in order to exploit the rights contained herein the Licensee may require licences under Biologics patent rights other than those herein licensed or under third party patent rights (including those vested in Affiliates of Biologics) that may be infringed by the use by the Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save as expressly provided herein and no licence in addition thereto shall be deemed to have arisen or be implied by way of estoppel or otherwise. 7.4 Licensee shall indemnify and hold harmless Biologics and its officers, servants and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against Biologics arising in any way out of the exercise by Licensee of any of the rights granted to it under this Agreement, including, but not limited to, product liability claims or proceedings save to the extent that such third party claims relate solely to the System and Licensee's use of the System in accordance with the scope of this Agreement.
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Samples: Licence Agreement (Inhibitex Inc), Licence Agreement (Inhibitex Inc)
Liability and Warranties. 7.1 Biologics gives no representation or warranty that the Patent Rights which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Biologics or any third party. Biologics represents and warrants to Licensee that as of the Effective Date that it has the title to grant the licence granted pursuant to this Agreement and that the licence granted does not conflict with or violate the terms of any agreement between Biologics and any third party.
7.2 To the best of Biologics' knowledge and belief, as of the date hereof, save for the Patent Rights there are no patent rights or patent applications with respect to the Materials and Materials Know How of which Biologics or its Affiliate is the proprietor and which are necessary to enable the Licensee to exercise the rights granted herein. In the event Biologics becomes the proprietor of patent rights with respect to the Materials and Materials Know How which are necessary to enable Licensee to exercise the rights granted herein, Biologics agrees to grant a licence under the patent rights to the extent necessary to enable the Licensee to exercise such rights at no additional charge. As of the date of this Agreement Biologics' Legal or Corporate Departments have not received any claim or demand by any third party claiming infringement of its intellectual property rights by use of the Intellectual Property in accordance with the provisions of this Agreement. Biologics agrees to notify Licensee at any time during the term of this Agreement if it receives such notice or demand.
7.3 The Licensee hereby acknowledges acknowledges: (i) this is a licence to the Licensed Know-How and not to any other Lonza Intellectual Property Rights; and (ii) that in order to exploit the rights contained granted herein the Licensee may require licences under Biologics Lonza patent rights other than those herein licensed or under third party Third Party patent rights (including those vested in Affiliates of BiologicsLonza) that may be infringed by the use by the Licensee of the rights licensed herein and it herein. It is hereby agreed that it shall be the Licensee's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted ; provided that where any such patent rights vested in Lonza or its Affiliates would prevent the Licensee and its Sublicensees from operating the System as permitted by the terms of this Agreement, then such patent rights shall be automatically included within the Intellectual Property Rights licensed to Licensee hereunder.
7.2 The Licensee warrants [***] that: (i) the Licensed Know-How (and all other Confidential Information of Lonza) has at all times been kept strictly confidential by Licensee and that any Third Parties to whom Licensee disclosed any Licensed Know-How are subject to written obligations of confidentiality that are no less restrictive to the terms hereof; (ii) any System Materials and/or Transfected Cell Lines received by Licensee prior to the Effective Date have been used for the sole, limited purpose of Product Development Activities and any Third Parties to whom System Materials and/or Transfected Cell Lines were disclosed by Licensee are subject to written obligations restricting use to Product Development Activities; (iii) it has not done (or otherwise authorised any Third Party to do) anything that would adversely impact the System; (iv) any and all tangible elements of the System (including Transfected Cell Line(s)) have been destroyed or otherwise returned to Licensee by any Third Parties, save as expressly set out in Appendix 2; and (v) that it has the authority enter into this Agreement in respect of the Product and to exercise the Commercial Activities Licence and Manufacturing Activities Licence.
7.3 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective directors, officers, employees and agents (each an “Indemnified Party”) at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations or warranties, violation of applicable law, negligence or wilful misconduct; provided herein and no licence in addition thereto that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall be deemed indemnify the other Party for its Losses only to have arisen or be implied by way the extent of estoppel or otherwisethe Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim.
7.4 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Biologics Lonza, its Affiliates and its their respective officers, servants employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against Biologics arising of death or bodily injury relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, its Affiliates and their respective directors, officers, employees and agents at all times in any way out of the exercise by Licensee respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any tortious claims or proceedings of death or bodily injury relating to the rights granted Product to it the extent such claims or proceedings result directly from defects in the Cell Lines and Vectors. [***] CONFIDENTIAL
7.5 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded.
7.6 If an Indemnified Party intends to seek indemnification under this Agreement:
(a) the Indemnified Party will notify the Indemnifying Party in writing promptly upon becoming aware of any claim, including, but provided that the failure by an Indemnified Party to give such notice will not limited to, product liability claims or proceedings save relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such third party claims relate solely failure to give notice;
(b) The Indemnified Party will not settle or compromise any claim without the prior written consent of the Indemnifying Party, and the Indemnifying Party will not settle or compromise any claim in any manner which would have an adverse effect on the Indemnified Party’s interests, without the prior written consent of the Indemnified Party, which consent, in each case, will not be unreasonably withheld, conditioned or delayed;
(c) The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and will (where free and reasonably able to do so) make available to the System and Licensee's use Indemnifying Party all pertinent information under the control of the System Indemnified Party that is reasonably required by the Indemnifying Party for the conduct of such claim, which information will be subject to Clause 8; and
(d) the Indemnified Party shall take all reasonable steps to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under such indemnity.
7.7 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF, SUBJECT TO CLAUSE 7.8, IN NO EVENT SHALL EITHER PARTY AND/OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OF PROFITS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES.
7.8 Nothing in accordance with this Agreement shall exclude or limit the scope liability of either Party for fraud or for death or personal injury caused by its negligence or for wilful or deliberate breach of this AgreementAgreement or for any other liability that may not be limited or excluded as a matter of law.
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Liability and Warranties. 7.1 Biologics Lonza gives no representation or warranty that the Patent Rights which are patent applications will be granted or if granted will be valid nor that the exercise of the rights granted to Licensee hereunder will not infringe other patent rights or intellectual property rights vested in Biologics Lonza or any third party. Biologics represents party provided however that Lonza warrants that Licensee has all necessary rights from Lonza to operate the Process as a stand-alone process meaning in isolation from the Product and warrants to Licensee that as of the Effective Date that it has the title to grant the licence granted pursuant to this Agreement other third party know-how and that the licence granted does not conflict with or violate the terms of any agreement between Biologics and any third partyintellectual property.
7.2 To the best of Biologics' knowledge and belief, as of the date hereof, save for the Patent Rights there are no patent rights or patent applications with respect to the Materials and Materials Know How of which Biologics or its Affiliate is the proprietor and which are necessary to enable the Licensee to exercise the rights granted herein. In the event Biologics becomes the proprietor of patent rights with respect to the Materials and Materials Know How which are necessary to enable Licensee to exercise the rights granted herein, Biologics agrees to grant a licence under the patent rights to the extent necessary to enable the Licensee to exercise such rights As at no additional charge. As of the date of this Agreement Biologics' Legal or Corporate Departments have Agreement, Lonza has not received notice of any claim by a third party, (a) which affects Lonza’s ability to grant the rights specified in Clause 4.1, or demand by any third party claiming infringement (b) that the use of its the Process Know How or the Materials infringes intellectual property rights by use of the Intellectual Property vested in accordance with the provisions of this Agreement. Biologics agrees to notify Licensee at any time during the term of this Agreement if it receives such notice or demandthird party.
7.3 The Licensee hereby acknowledges that in order to exploit the rights contained granted herein the Licensee may require licences under Biologics Lonza patent rights (other than those herein licensed licensed) or under third party Third Party patent rights (including those vested in Affiliates of BiologicsLonza) that may be infringed by the use by the Licensee of the rights licensed herein and it is hereby agreed that it shall be the Licensee's responsibility to satisfy itself as to the need for such licences and if necessary to obtain such licences. No licence is granted save ; provided that any such patent rights vested in Lonza or its Affiliates which are necessary for Licensee and its Affiliates to operate the Process as expressly provided herein and no licence in addition thereto permitted by the terms of this Agreement shall be deemed automatically included within the Intellectual Property Rights licensed to have arisen or be implied by way of estoppel or otherwiseLicensee hereunder.
7.4 Licensee expressly acknowledges and understands that the Materials and the Process Know How are vested in Lonza or Lonza is otherwise entitled thereto and the Materials and the Process Know How have been used by Lonza for the purposes of operating the Process at Lonza’s premises. Licensee further acknowledges and agrees that, in order to develop or manufacture Product at its own or its Affiliate’s premises, additional development work may be required to be undertaken at the cost and expense of Licensee. No warranties are given by Lonza as to the suitability of the Process Know How or the Materials for use at Licensee’s or its sublicensee’s premises or the extent of development work which may be required in order to enable Licensee to operate the Process and no guarantees are given by Lonza that such development work will succeed in facilitating the operation of the Process to produce Product which meets any particular technical parameters or specifications. All such development work shall be performed at the sole risk and expense of Licensee and/or its sublicensee. Lonza’s sole responsibility hereunder shall be to supply the Process Know How and the Materials in accordance with this Agreement.
7.5 Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, and their respective officers, employees and agents (each an “Indemnified Party”) at all times in respect of any and all losses, damages, costs and expenses (collectively “Losses”) suffered or incurred as a result of any contractual, tortious or other claims or proceedings by Third Parties (collectively “Third Party Claims”) against Indemnified Party arising out of the Indemnifying Party’s breach of this Agreement, including breach of representations and warranties, violation of applicable law, negligence or wilful misconduct; provided that with respect to any Third Party Claim for which each Party is entitled hereunder to seek indemnification from the other Party, each Party as the Indemnifying Party shall indemnify the other Party for its Losses only to the extent of the Indemnifying Party’s relative responsibility for the facts underlying the Third Party Claim .
7.6 With respect to product liability claims or proceedings, the following shall apply: (a) except to the extent provided in (b) below, Licensee shall indemnify and hold harmless Biologics Lonza, its Affiliates and its their respective officers, servants employees and agents at all times in respect of any and all losses, damages, costs and expenses suffered or incurred as a result of any contractual, tortious or other claims or proceedings by third parties against Biologics arising of death or bodily injury relating to the Product, and (b) Lonza shall indemnify and hold harmless Licensee, and its Affiliates and their respective officers, employees and agents at all times in any way out of the exercise by Licensee respect of any and all losses, damages, costs and expenses suffered or incurred as a result of the rights granted to it under this Agreement, including, but not limited to, product liability any tortious claims or proceedings save of death or bodily injury relating to the Product to the extent that such third party claims relate solely to or proceedings result from defects in the System and Licensee's use of the System in accordance with the scope {***} or from Lonza’s breach of this Agreement. CONFIDENTIAL LONZA
7.7 Any condition or warranty other than those relating to title which might otherwise be implied or incorporated within this Agreement by reason of statute or common law or otherwise is hereby expressly excluded.
7.8 EXCEPT FOR EITHER PARTY’S BREACH OF CLAUSE 8 HEREOF IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY, THEIR AFFILIATES AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT WHETHER IN CONTRACT IN TORT IN NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY OR OTHERWISE FOR LOSS OF PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES. Nothing in this Agreement shall exclude or limit the liability of either Party for fraud or for death or personal injury caused by its negligence or for any other liability that may not be limited or excluded as a matter of law.
7.9 The terms of this Clause 7 shall survive expiration or termination of this Agreement for whatever reason.
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