Pacira. PACIRA PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Chief Administrative Officer and General Counsel REQUISITE HOLDERS: QUAKER BIOVENTURES II, L.P. By: Quaker Bioventures Capital II, L.P., its General Partner By: Quaker Bioventures Capital II, LLC, its General Partner By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Manager ORBIMED PRIVATE INVESTMENTS IV, LP By: OrbiMed Capital XX XX LLC, its General Partner By: OrbiMed Advisors LLC, its General Partner By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: Member HIGHCAPE PARTNERS QP, L.P. By: HighCape Partners GP, L.P., its General Partner By: HighCape Partners GP, LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxxx Xxxx Title: Managing Member HIGHCAPE PARTNERS, L.P. By: HighCape Partners GP, L.P., its General Partner By: HighCape Partners GP, LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxxx Xxxx Title: Managing Member SIGNET HEALTHCARE PARTNERS ACCREDITED PARTNERSHIP III, LP By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director SIGNET HEALTHCARE PARTNERS QP PARTNERSHIP III, LP By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director
Pacira and Aratana undertake to each other to keep confidential, and to procure that their respective Affiliates, employees, directors, officers, contractors, lawyers and accountants (including those of their Affiliates) keep confidential, Confidential Information disclosed to it by or belonging to the other Party, until it ceases to be Confidential Information.
Pacira and Aratana shall diligently carry out the tasks assigned to them hereunder, and as subsequently agreed in writing during the Term. Each Party shall co-operate with the other in good faith particularly with respect to problems or contingencies that arise during the Term and shall perform its obligations in good faith and in a commercially reasonable, diligent and workmanlike manner. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Pacira hereby grants Xxxxx Pharma an exclusive license to the Pacira IP only to the extent necessary for the marketing, distribution and sale of Product in the Field in the Territory for the Term of this Agreement.
Pacira shall procure that any independent auditor appointed under Clause 7.4 shall maintain all information and materials received, directly or indirectly, by it from Xxxxx Pharma in strict confidence and shall not use or disclose the same to any Third Party nor to Pacira save for the sole purpose of conducting the audit pursuant to this Clause.
Pacira shall, at its own cost, take all steps required to maintain those registrations for the Trade Marks subsisting at the Effective Date, and prosecute any applications subsisting at the Effective Date for registration of the Trade Marks through to grant (including oppositions thereto) in the Territory and thereafter take all steps required to maintain the same.
Pacira shall be liable for and shall indemnify and hold harmless Xxxxx Pharma and its Affiliates against any and all such Claims or part thereof arising in connection with or relating to:
Pacira shall be liable to Xxxxx Pharma for legal liability to Third Parties in respect of all claims, actions, judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by Xxxxx Pharma in relation to or arising solely out of any breach of this Agreement or the Supply Terms by Pacira or of any negligent act or omission of Pacira, or its employees in the course of their employment.
Pacira and Xxxxx Pharma undertake to each other to keep confidential, and to procure that their respective Affiliates, employees, directors, officers, contractors, lawyers and accountants (including those of their Affiliates) keep confidential, Confidential Information disclosed to it by or belonging to the other party.
Pacira shall meet all costs and expenses of the filing, prosecution and maintenance of the Pacira Patents.
