Licensee’s Obligation. In consideration of NovaDel's performance of its Development Activities, Licensee shall reimburse NovaDel for the reasonable and documented costs and expenses incurred by NovaDel in performing such activities in accordance with the Development Budget (as may be amended in accordance with Section 3.3). Licensee shall bear all costs and expenses incurred by or on behalf of Licensee in connection with the performance of its Development Activities.
Licensee’s Obligation. Licensor only intends to extend water service to the boundary of the Ag Lot. Licensee will be responsible, at its sole cost and expense, to install any additional irrigation facilities and improvements necessary to connect to the Temporary Water Infrastructure and the New Water Infrastructure and to provide water at other points within the Ag Lot.
Licensee’s Obligation. LICENSEE shall defend, indemnify, and hold harmless MPC, its Affiliates and their respective directors, officers, shareholders, employees and agents (“MPC Indemnitees”), from and against any and all liabilities, damages, losses, penalties, fines, costs, interest, and expenses, including, but not limited to reasonable attorney’s fees (collectively “MPC Damages”) arising from or occurring as a result of a Third Party’s claim, action, suit, judgment or settlement against an MPC Indemnitee that is due to or based upon:
12.1.1 any breach of a representation, warranty, covenant or agreement of LICENSEE under this Agreement,
12.1.2 any negligent or more culpable act of LICENSEE, its Affiliates or its sublicensees under this Agreement, or
12.1.3 development, manufacture, use, sale or labeling of Compound, Bulk Drug Substance or Product by LICENSEE, its Affiliates or its sublicensees. However, LICENSEE shall not indemnify or hold harmless MPC Indemnitees from MPC Damages to the extent that such MPC Damages are finally determined to have resulted from an item for which MPC is obligated to indemnify LICENSEE pursuant to Section 12.2. LICENSEE’s obligations under this Section shall survive the expiration or termination of this Agreement for any reason.
Licensee’s Obligation to supply a terminal report as specified in Section 6.04 of this Agreement.
Licensee’s Obligation. Licensee agrees to indemnify, defend and hold Licensor and its Pastor, staff, administrators, ministers, volunteers, insurance companies, agents and representatives, officers, Trustees, and employees entirely harmless from and against all liabilities, losses, demands, actions, expenses or claims, including reasonable attorneys’ fees and court costs, for injury to death of any person or for damages to any property or for violation of law arising out of or in a manner connected with (i) the use, occupancy or enjoyment of the
Licensee’s Obligation. 3.1. Licensee shall make, or shall cause its Affiliates and sublicensee to make, all reasonable commercial efforts (by reference to a company of similar size and scope to Licensee as of the Effective Date) to develop and commercialize one or more Products in the Field and to obtain any necessary governmental approvals in respect of, and market the Product(s) in the Field, if any. It is expressly agreed that fulfillment of the above obligation is an absolute requirement for this Agreement to be maintained into force.
3.2. Licensee shall provide annually, upon each anniversary date of the Effective Date, to Institut Pasteur an updated Development Plan, which will be Confidential Information of Licensee. [***]
3.3. Licensee is the sole responsible for securing the compliance of Products with applicable laws, rules and regulations, in particular, but without limitation, such as relating to ethics, the treatment of animals, and genetically modified organisms, if any.
Licensee’s Obligation. Licensee will maintain in confidence and not disclose to any third party any Confidential Information. Licensee will use the Confidential Information only for the purposes of this Agreement. Licensee will ensure that Licensee’s employees have access to the Confidential Information only on a need to know basis and are obligated in writing to abide by Licensee’s obligations under this Agreement. The obligations under this Section 4.2 will not apply to: (a) information that is known to Licensee or independently developed by Licensee prior to the time of disclosure, in each case where the Confidential Information is a specific micro RNA sequence, to the extent evidenced by written records promptly disclosed to Rockefeller upon receipt of the Confidential Information and in each other case, to the extent evidenced by written records that Company can demonstrate were in existence at the time of receipt of the Confidential Information; (b) information that is disclosed to Licensee by a third party that has a right to make such disclosure; (c) information that becomes patented, published or otherwise part of the public domain as a result of acts by Rockefeller or a third party obtaining such information as a matter of right; or (d) information that is required to be disclosed by order of United States governmental authority or a court of competent jurisdiction provided that Licensee must use its best efforts to obtain confidential treatment of such information by such agency or court.
Licensee’s Obligation. Except to the extent such Damages are due to gross negligence or willful misconduct or breach of any representation, warranty or covenant in this Agreement by Satiogen, its Affiliates or their officers, directors, employees or agents, Licensee shall defend, indemnify and hold harmless Satiogen and its Affiliates and their officers, directors, employees and agents against any and all Damages incurred by any of them resulting from or arising out of:
(i) any gross negligence, willful misconduct or breach of any representation, warranty or covenant made by Licensee in this Agreement; or
(ii) the handling, possession, development, manufacturing, marketing, distribution, promotion, sale or use of Licensed Products or any other use of the Licensed Patents or Licensed Know-How by Licensee or its Affiliates or sublicensees.
Licensee’s Obligation. [[[OPEN:
Licensee’s Obligation. Except for the proper exercise of any rights granted or reserved under other provisions of this Agreement, Licensee agrees that it shall keep confidential, and shall cause its officers, employees, directors and counsel to keep confidential and shall not publish or otherwise divulge to a Third Party, other than any agents or representatives of Licensee (provided that such agents and representatives are informed of the confidential and proprietary nature of such information and agree in writing to the conditions set forth in this Article IX; and provided, further, that Licensee shall be responsible for any breach of this Section by such representatives and agents), or use for itself, unless Licensor shall have given its prior written approval, any information (and all tangible and intangible embodiments thereof) of a confidential and proprietary nature relating to Licensor's and its Affiliates' business or operations, including non-public information concerning the Licensed Rights, Licensed Regulatory Data, Licensor's products, processes, customers and suppliers and the products and processes of Licensor's customers and suppliers, furnished to Licensee by Licensor in connection with this Agreement or the Supply Agreement but excluding Licensed Know-How, Licensed Regulatory Data and Licensee Regulatory Materials which are addressed in Section 9.3 below (any of the foregoing, "CONFIDENTIAL LICENSOR INFORMATION"); provided, however, that Licensee shall have the right to disclose any Confidential Licensor Information provided hereunder if such disclosure is necessary (a) in connection with the securing of any Regulatory Approvals or other governmental approval necessary for the performance by Licensee of any of its obligations hereunder or under any other agreement with Licensor, (b) for the purpose of complying with Applicable Laws and government regulations, or (c) by Law or legal process. Licensee shall promptly notify Licensor of Licensee's intent to make any disclosure of Confidential Licensor Information prior to making such disclosure so as to allow Licensor adequate time to take whatever action Licensor may deem to be appropriate to protect the confidentiality of Confidential Licensor Information and Licensee will cooperate and provide any assistance that the Licensor may reasonably request in connection with the foregoing. For the avoidance of confusion, all information provided by Licensor to Licensee in connection with this Agreement shall be deemed C...
