Scios Sample Clauses

Scios. Scios represents and warrants that: (i) it is a corporation ----- duly organized, validly existing and in good standing under the laws of Delaware; (ii) when executed and delivered, this Agreement will become valid and binding on Scios, and enforceable against Scios in accordance with its terms; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Scios; (iv) it is the sole and exclusive owners of all right, title and interest in the Patent Rights and the Know-How;

Scios. Scios shall indemnify, defend and hold harmless GenVec and its directors, officers, employees and agents (each a "GenVec 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 any claim, suit or proceeding brought by a third party against a GenVec Indemnitee, arising out of or in connection with any misrepresentation with regard to, or breach of, any of the representations and warranties of Scios set forth in Section 8.1, except, to the extent due to the negligence or wilful misconduct of GenVec.

Scios. Except as set forth in Section 9.4.3 below, Scios shall ----- have the initial right, but not the obligation, to institute, prosecute and control any such action, suit or proceeding (an "Action") at its expense, using counsel of its choice, and GenVec shall cooperate with Scios in connection with any such Action, at Scios' expense; provided, Scios may not enter into any settlement which admits that any of the Patent Rights as it relates to the Field or any jointly owned patent claiming a Joint Invention is invalid or unenforceable. Any amounts recovered from third parties in any such Action shall be used first to reimburse Scios for its costs and expenses associated with such Action (including, without limitation, attorneys' and experts' fees), and the remainder shall be divided between the parties as follows: with respect to any Action other than one concerning a Joint Invention, GenVec shall receive * of such remainder and Scios shall receive * and with respect to any Action concerning a Joint Invention other than one relating to gene therapy, GenVec shall receive * of such remainder and Scios shall receive *

Scios. Scios shall defend at its own expense any actions brought against itself or Xxxxxx, alleging that the manufacture, use or sale by or for Scios of Product infringes any claim of any United States or foreign patent or other proprietary right of a third party and shall pay all damages and costs finally awarded in said action; provided however, that this obligation shall arise only to the extent that such alleged infringement arises out of Scios Patents or Scios Know-How, or to the extent that such claim is based solely on the fact that the subject matter of Xxxxxx'x work is BNP, and no obligation shall arise to the extent the infringement is alleged to be the result of the use of Xxxxxx Patents, Xxxxxx Know-How or Improvements.