Merck. The Patents identified by Isis docket numbers [**] cover the incorporation of certain Merck-proprietary [**]. The licenses from Isis to Alnylam with respect to these Patents are limited to the Isis Field. In addition, Merck has a research license to practice these Patents in the Isis Field.
Merck. NGM understands and acknowledges that Merck does not seek to launch or continuously market and/or sell its products in each and every country of the Territory and may not launch or continuously market and/or sell to Develop and/or Commercialize Products in every country of the Territory; provided, however, that Merck shall use Commercially Reasonable Efforts during the Term to seek Marketing Authorization for [*] and to Commercialize [*] following receipt of Marketing Authorization of such Product [*], including the Co-Detailing of each NGM Optioned Product [*] in the Co-Detailing Territory with NGM as and to the extent NGM exercises its Co-Detailing Option and in accordance with the terms of the Co-Detailing Agreement. NGM acknowledges that Merck’s obligations pursuant to this Section 7.4.1 may be satisfied by in whole or in part by Related Parties or permitted assignees.
Merck. The terms of this Confidential Settlement Agreement may be disclosed to Merck, but only so long as Merck is informed of this confidentiality provision and agrees in writing to take reasonable measures to keep the terms of this Confidential Settlement Agreement strictly confidential and prevent their disclosure to any third party except as permitted by Section 10.1.5 and 10.1.6.
Merck with the intention of binding itself, its successors, assigns and its majority-owned Affiliates does hereby irrevocably release and forever discharge, and agrees not to assert or to assist any third party in asserting any action, claim, liability or demand against, PROTIVA and its Affiliates, successors, predecessors, directors, officers, partners, employees, customers, agents all those acting in privity or concert with any of them, from and with respect to any and all claims that MERCK had or may have had on or before the Effective Date arising out of or relating to PROTIVA’s representations, warranties or performance under, or breach of, the Prior Agreements, including any and all claims and counterclaims that were or could have been asserted by MERCK in the Litigation or that could have been asserted by MERCK based upon the allegations of the Complaints and Amended Complaints or Counterclaims of MERCK in the Litigation.
Merck subject only to the restriction set forth specifically in section 6 hereof, hereby assigns to Nitec Pharma the agreement attached hereto as Appendix 2.1 “Skye/Jagotec DLA”) between Merck and SkyePharma/Jagotec concerning the development and production of the Project, on the precondition that SkyePharma /Jagotec shall give its required consent thereto. For the purpose of said assignment, Merck shall continue the agreement until then.
Merck. During the Term, MERCK shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is designed to research, develop or commercialize, or grant any license or other rights to any Third Party to utilize any Technology or Patent Rights Controlled by MERCK or any of its Affiliates for the purpose of researching, developing or commercializing, any aptamer binding to a Program Target or any aptamer Derived therefrom that binds specifically to the relevant Program Target, except as provided under this Agreement.
Merck. The terms of this Exclusive License Agreement may be disclosed to Merck, but only so long as Merck is informed of this confidentiality provision and agrees in writing to take reasonable measures to keep the terms of this Exclusive License Agreement strictly confidential and prevent their disclosure to any third party except as permitted by Sections 4.1.4 and 4.1.5.
Merck. Merck agrees to indemnify, defend and hold Acumen and its respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Acumen Indemnitees”) harmless from and against any and all losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments, relating to (i) any Products or Diagnostic Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Merck, its Affiliates or Sublicensees or other designees or sublicensees (including, without limitation, product liability and patent infringement claims other than claims concerning Diagnostic Products sold by Acumen or its Affiliates or Sublicensees), or (ii) any breach by Merck of the representations and warranties made in this Agreement, except, in each case, to the extent such Liabilities result from a material breach of this Agreement, negligence or intentional misconduct by Acumen.
Merck. During the Term, MERCK shall not, and shall cause each of its Affiliates to not conduct any activity, either on its own, or with, for the benefit of, or sponsored by any Third Party, that is [***] to [***] or [***], or [***]or other [***] to any [***] to [***]MERCK [***] for the purpose of [***] to a [***] or any [***] that [***] to the [***], except as provided under this Agreement.
Merck. Merck agrees to indemnify, defend and hold Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Sunesis Indemnitees”) harmless from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third Party claims, suits, actions, demands or judgments (including, without limitation, product liability and patent infringement claims) relating to (i) any Products or Program Compounds manufactured or sold by or under authority of Merck, its Affiliates or Sublicensees, or (ii) any material breach by Merck of its representations and warranties made in this Agreement; except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Sunesis, gross negligence or intentional misconduct of Sunesis.
