Schering. Plough has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action on the part of Schering-Plough. Schering-Plough has taken all other action required by Law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound to authorize such execution, delivery and (subject to obtaining all necessary governmental approvals with respect to the Development, Manufacture and Commercialization of Licensed Products and subject to obtaining any necessary HSR Clearance) performance. Assuming due authorization, execution and delivery on the part of AVEO, this Agreement constitutes a legal, valid and binding obligation of Schering-Plough, enforceable against Schering-Plough in accordance with its terms.
Schering. Plough shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales and payments required by Sections 7.5, 7.6, 7.7 and 7.8. AVEO shall have the right, once annually at its own expense, to have an independent, certified public accounting firm, selected by AVEO and reasonably acceptable to Schering-Plough, review any such records of Schering-Plough in the location(s) where such records are maintained by Schering-Plough upon reasonable notice (which shall be no less than fourteen (14) days’ prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 7.5, 7.6, 7.7 and 7.8 within the thirty-six (36) month period preceding the date of the request for review. Schering-Plough shall receive a copy of each such report concurrently with receipt by AVEO. Should such inspection lead to the discovery of a discrepancy to AVEO’s detriment, Schering-Plough shall pay within thirty (30) days after its receipt from the accounting firm of the certificate any undisputed amount of the discrepancy. AVEO shall pay the full cost of the review unless the underpayment of royalties is greater than five percent (5%) of the amount due for the entire period being examined, in which case Schering-Plough shall pay the reasonable cost charged by such accounting firm for such review. Any overpayment of royalties by Xxxxxxxx-Xxxxxx revealed by an examination shall be paid by AVEO within thirty (30) days.
Schering. Schering shall indemnify, defend and hold harmless Indevus and its directors, officers, employees, agents, successors and assigns (each a “Indevus Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a “Liability”) resulting from a claim, suit or proceeding, including a product liability claim (“Claim”), made or brought by a Third Party against an Indevus Indemnitee arising out of, attributable to, or based on any claims alleging (i) any breach by Schering of the representations and warranties set forth in Section 13.1 or 13.2 except to the extent caused by the negligence or willful misconduct of Indevus; or (ii) the negligence or willful misconduct by Schering or any designee of Schering in exercising or performing any of Schering’s rights or obligations under this Agreement.
Schering. Schering warrants, represents and covenants on behalf of itself and its Affiliates that: (i) it has the legal right and power to extend the rights granted in this Agreement; (ii) it has the legal power, authority and right to enter into this Agreement, and to perform all its obligations hereunder, and (iii) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which in any material way conflict with the rights and licenses granted herein.
Schering. Plough represents and warrants, on behalf of itself and its Affiliates, with respect to Germany, France, Italy, Spain and the United Kingdom, that the personnel responsible for the performance of its diligence obligations hereunder with respect to the Product in such markets shall constitute a distinct and separate business unit from those personnel who belong to the business unit involved in the development and commercialization of Schering-Plough's [***] product(s). For purposes of this Section 2.2(d), the term "business unit" shall refer to the sales personnel, product management staff and support staff responsible for the commercialization of the Product or Schering-Plough's [***] products, as appropriate. In those countries in the Territory in which Schering-Plough does not maintain separate business units, Schering-Plough shall use diligent efforts to ensure that its field sales force and medical affairs personnel engaged in marketing and promoting [***] do not market and promote the Product. Schering-Plough and its Affiliates shall keep complete and accurate records of its operations in sufficient detail to enable Centocor to confirm the separation of its Product operations from those relating to [***]. Upon forty-five (45) days prior written notice from Centocor, Schering-Plough shall permit a firm of independent auditors of nationally recognized standing selected by Centocor and reasonably acceptable to Schering-Plough, at Centocor's expense, to have access during normal business hours to examine pertinent records and facilities of Schering-Plough and/or its Affiliates as may be reasonably necessary to confirm the separation of Schering-Plough's Product and [***] operations. An examination under this Section 2.2(d) shall not occur more than once in any calendar year. Schering-Plough may designate competitively sensitive information which such auditors may not disclose to Centocor, provided, however, that such designation shall not encompass the auditor's conclusions. The auditors shall disclose to Centocor only whether Schering-Plough's representations with respect to its operations are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Centocor. All such auditors shall sign a confidentiality agreement (in form and substance reasonably acceptable to Schering-Plough) as to any of Schering-Plough's or its Affiliates' confidential information which they are provided, or to which they ...
Schering. Schering shall indemnify, defend and hold harmless Molecular Insight and its directors, officers, employees and agents (each a "Molecular Insight Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from a claim, suit or proceeding made or brought by a Third Party against a Molecular Insight Indemnitee arising from or occurring as a result of any breach of representations and warranties set forth by Schering. Section 7.4 shall apply mutatis mutandis.
Schering. Schering shall be responsible for the selection, registration and maintenance of all trademarks which it employs in connection with the Product and shall own and control such trademarks (and pay any costs in connection therewith). Alliance recognizes the exclusive ownership by Schering of any proprietary Schering name, logotype or trademark furnished by Schering (including Schering's Affiliates) for use in connection with the Product. Alliance shall not, either while this Agreement is in effect, or at any time thereafter, register, use or attempt to obtain any right in or to any such name, logotype or trademark or in and to any name, logotype or trademark confusingly similar thereto.
Schering. Schering agrees to keep full, clear and accurate records for a maximum period of [*] years after the relevant payment is owed pursuant to this Agreement, setting forth the sales and other disposition of Licensed Product sold or otherwise disposed of in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 38 sufficient detail to enable royalties and compensation payable to Novacea hereunder to be determined. Schering further agrees, upon reasonable prior notice, to permit the books and records relating to such [*]year period to be examined during normal business hours by an independent nationally recognized accounting firm selected by Novacea and acceptable to Schering for the purpose of verifying reports provided for in Section 11.1. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time and shall be conducted under appropriate confidentiality provisions, for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. Such examination is to be made at the expense of Novacea, except in the event that the results of the audit reveal an underpayment of royalties, milestones, or other payments to Novacea under this Agreement of [*] percent [*] or more over the period being audited, in which case reasonable audit fees for such examination shall be paid by Schering. When calculating the Net Sales, the amount of such sales in foreign currencies shall be converted into Dollars using the standard methodologies employed by Schering for consolidation purposes. Schering shall provide reasonable documentation of the calculation and reconciliation of the conversion figures on a country-by-country basis as part of its report of Net Sales for the period covered under the report.
Schering. Plough Corporation, a corporation organized under the laws of New Jersey (“Schering-Plough”);
Schering. Plough shall continue such manufacturing and supply arrangements as are in effect (on a formal or informal basis) between the I/SP Business, on the one hand, and Schering-Plough and its other Affiliates, on the other hand, on terms substantially comparable to those in effect for such arrangements prior to the Closing Date for three (3) years after the Closing Date, or such shorter period as the Board of Directors of Merial shall determine is in the best interest of Merial and its Subsidiaries or such longer period as shall be agreed by Schering-Plough and the Board of Directors of Merial.
