MILLENNIUM. Millennium shall indemnify and hold harmless ImmunoGen and its directors, officers, employees and agents (each an "ImmunoGen Indemnitee"), from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by any Third Party relating to (a) the material breach of any representation, warranty or covenant by Millennium under this Agreement, (b) personal injury or property damage arising from the use by Millennium (or any of its Affiliates or sublicensees permitted pursuant to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical Research, or (c) personal injury arising from the development, use, manufacture, importation, distribution, offering for sale or sale of any AB-Cytotoxic Product; provided, however, that Millennium shall not be obligated to indemnify or hold harmless an ImmunoGen Indemnitee for such Liabilities to the extent that such Liabilities arise from (x) the gross negligence or willful misconduct of an ImmunoGen Indemnitee or (y) the failure of any Cytotoxic Compound or AB-Cytotoxic Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant to Section 5.2 of this Agreement. In the event of any claim, demand, action or other proceeding brought against an ImmunoGen Indemnitee by a Third Party, ImmunoGen shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding and its settlement, keeping ImmunoGen reasonably apprised of the status of the defense and/or settlement. The ImmunoGen Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Indemnified Parties without Millennium's prior written consent.
MILLENNIUM. Millennium shall indemnify, defend and hold harmless Sunesis and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns from and against any losses, costs, claims, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent resulting from: (i) the manufacture, use, sale, handling or storage of Licensed Products by Millennium or its Affiliates or Sublicensees or other designees (except with respect to claims of infringement or violation of intellectual property rights, which shall be governed solely by clause (iv)); (ii) the breach by Millennium of the representations and warranties made in this Agreement; (iii) [ * ] Millennium or any of its agents or employees or failure of Millennium or any of its agents or employees to comply with applicable laws and regulations; or (iv) a claim that the use, manufacture, sale or importation of a Licensed Product infringes or violates the intellectual property rights of a Third Party (other than if such infringement or violation results solely from the practice of any Sunesis Licensed Technology (excluding any Joint Sunesis-Biogen Idec Collaboration Patents and Joint Sunesis-Biogen Idec Collaboration Know-How) and Sunesis Core Technology in accordance with this Agreement); except, in each of cases (i)–(iv), to the extent such Liabilities result from a material breach of this Agreement by Sunesis, [ * ] Sunesis or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Licensed Product) or failure of Sunesis or any of its employees or agents to comply with applicable laws or regulations.
MILLENNIUM. Millennium represents and warrants to ImmunoGen that: (a) it has the full right, power and authority to enter into this Agreement and to grant the licenses granted by it hereunder; (b) to the knowledge of Millennium, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of Millennium to enter into and perform its obligations under this Agreement; (c) it has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; and (e) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or violate any requirement of applicable laws or regulations and do not conflict with, or constitute a default under, any contractual obligation of it.
MILLENNIUM. Subject to the terms of this Section 9.3.2, Millennium shall have the sole right, but not the obligation, to take legal action to enforce and defend the Sunesis Licensed Technology against Subject Infringements by Third Parties at its sole cost and expense, to the extent such Subject Infringement is within the field of use of Millennium’s exclusive license under Section 5.1.1 above. If, within [ * ] following a request by Sunesis to do so, Millennium fails to take such action to enforce the Sunesis Licensed Patents with respect to a Subject Infringement, Sunesis or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action. In addition, Millennium shall have the sole right, but not the obligation, to take legal action to enforce and defend any actual or potential infringement or misappropriation of the Biogen Idec Collaboration Technology.
MILLENNIUM. Millennium agrees to defend Bayer and its Affiliates at its cost, and will indemnify and hold Bayer and its Affiliates and its respective directors, officers, employees and agents (the "Bayer Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any claim relating to (i) any breach by Millennium of any of its representations, warranties or obligations pursuant to this Agreement or (ii) personal injury from the development, manufacture, use, sale or other disposition of any product or service offered by Millennium or its licensees or collaborators. In the event of any claim against the 65 Bayer Indemnified Parties by any third party, Bayer shall promptly notify Millennium in writing of the claim and Millennium shall manage and control, at its sole expense, the defense of the claim and its settlement. The Bayer Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the Bayer Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Bayer Indemnified Party arising from any negligent or intentional acts by such party, or as the result of any settlement or compromise by the Bayer Indemnified Parties without Millennium's prior written consent.
MILLENNIUM. The Millennium is the thousand-year reign of Xxxxxx on earth from His second advent to the end of human history, prophesied throughout the Old Testament and in Rev 20.
MILLENNIUM. During the Agreement Term, Millennium will provide to the Joint Technology Development Team, on at least a quarterly basis, reasonably detailed, written, confidential updates on the progress of efforts by Millennium pursuant to the Technology Development Plan, including but not limited to identification of technology which, at the time of such update, Millennium believes in good faith it could successfully transfer to Aventis in compliance with this Article III. Notwithstanding the foregoing, Millennium need not disclose to Aventis any information which it is precluded from disclosing under any agreement or other arrangement with a Third Party; provided that Millennium shall use commercially reasonable efforts to not include any such restrictions in such agreements with Third Parties, or, if they are included, to obtain consent of such Third Party for such disclosure. The Joint Technology Development Team shall, as appropriate, modify the Technology Development Plan to reflect any agreed-upon transfer of such technologies from Millennium to Aventis.
MILLENNIUM. Without limiting the generality of Section 2.6(a), the Discovery Program is designed as a multi-disciplinary effort on the part of Millennium, and shall include, but not be limited to, the following internal Millennium activities (as further outlined in the Research Plan): [**]. In particular, the sources for potential Druggable Targets will be derived from DNA sequences from Millennium and its Affiliates (such as DNA sequences derived from the [**] between [**] and public databases (collectively, the "Database")
MILLENNIUM. Without limiting the generality of Section 2.5(a), the Discovery Program is designed as a multi-disciplinary effort on the part of Millennium, and shall include, but not be limited to, the following internal Millennium activities (as further outlined in the Research Plan): tissue acquisition, DNA extraction, library construction, DNA sequencing bioinformatics, database mining, expression profiling, IN SITU hybridization, Assay Configuration Activities and Screen to Clinic Validation Activities. In particular, the sources for potential Druggable Targets will be derived from DNA sequences from Millennium and its Affiliates (such as DNA sequences derived from [**] and public databases (collectively, the "Database")). During the Discovery Program Term, Millennium shall maintain and make available adequate technical resources and personnel to perform its obligations under the Discovery Program in accordance with the Research Plan, including the software necessary to perform such obligations.
MILLENNIUM. Millennium shall have the sole right, but not the obligation, to take legal action to:
(a) enforce and defend the Sunesis Licensed Technology against Subject Infringements by Third Parties at its sole cost and expense. If, within [ * ] following a request by Sunesis to do so, Millennium fails to use commercially reasonable efforts to take such action to enforce the Sunesis Licensed Patents with respect to a Subject Infringement, Sunesis or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
(b) enforce and defend any actual or potential infringement or misappropriation of the Biogen Idec Collaboration Technology that relates to the Raf Target or Licensed Compounds or Licensed Products. If, within [ * ] following a request by Sunesis to do so, Millennium fails to use commercially reasonable efforts to take such action to enforce and defend any actual or potential infringement or misappropriation of the Biogen Idec Collaboration Technology that relates to the Raf Target or Licensed Compounds or Licensed Products, Sunesis or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
