Sunesis. To the extent a Subject Infringement is not covered by Section 10.3.2 above, Sunesis (or its designee) shall have the initial right, but not the obligation, to take reasonable legal action to enforce and defend the Sunesis Collaboration Technology or Joint Collaboration Technology against such Subject Infringements by Third Parties at its sole cost and expense. If, within six (6) months following a request by Biogen Idec to do so, Sunesis fails to take such action to enforce the Sunesis Collaboration Patents or Joint Collaboration Patents with respect to such Subject Infringement, and the Subject Infringement is in a field not licensed exclusively to Sunesis hereunder, Biogen Idec or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
Sunesis. Sunesis agrees to indemnify, defend and hold harmless Biogen Idec and its Affiliates and their respective directors, officers, employees, agents and their respective heirs and assigns from and against any 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 Sunesis Products, Co-Promoted Products or Reverted Products by Sunesis or its Affiliates or Sublicensees or other designees, (ii) the breach by Sunesis of its representations and warranties made in this Agreement, or (iii) the negligence or intentional misconduct of Sunesis or any of its agents or employees or failure of Sunesis or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a breach of this Agreement by Biogen Idec, negligence or intentional misconduct of Biogen Idec or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Product) or failure of Biogen Idec or any of its employees or agents to comply with applicable laws or regulations.
Sunesis. To the extent a Subject Infringement is not covered by Section 9.3.2 above, Sunesis (or its designee) shall have the initial right, but not the obligation, to take reasonable legal action to enforce and defend the Sunesis Licensed Technology against such Subject Infringements by Third Parties at its sole cost and expense. If, within [ * ] following a request by Millennium to do so, Sunesis fails to take such action to enforce the Sunesis Licensed Patents with respect to such Subject Infringement, and the Subject Infringement is in a field not then licensed exclusively to Sunesis hereunder, Millennium or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
Sunesis. Sunesis agrees to indemnify, defend and hold harmless Biogen Idec and its Affiliates and their respective directors, officers, employees, agents and their respective heirs and assigns from and against any 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 Sunesis Products, Co-Promoted Products, BIIB062 Products or Reverted Products by Sunesis or its Affiliates or Sublicensees or other designees, (ii) the breach by Sunesis of its representations and warranties made in this Agreement, or (iii) the negligence or intentional misconduct of Sunesis or any of its agents or employees or failure of Sunesis or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a breach of this Agreement by Biogen Idec, negligence or intentional misconduct of Biogen Idec or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Product) or failure of Biogen Idec or any of its employees or agents to comply with applicable laws or regulations.
Sunesis. Sunesis agrees to indemnify, defend and hold harmless Millennium and its Affiliates and their respective directors, officers, employees, agents and their respective heirs and assigns from and against any 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 Co-Promoted Licensed Products or Reverted Licensed Products by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sunesis or its Affiliates or Sublicensees or other designees, (ii) the breach by Sunesis of its representations and warranties made in this Agreement or the Original Agreement, or (iii) [ * ] Sunesis or any of its agents or employees or failure of Sunesis or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a breach of this Agreement by Millennium, [ * ] Millennium or any of its agents or employees (including sales representatives involved in co-promoting any Co-Promoted Licensed Product) or failure of Millennium or any of its employees or agents to comply with applicable laws or regulations.
Sunesis. To the extent an infringement or misappropriation of the Sunesis Licensed Technology or Sunesis Collaboration Technology is not a Subject Infringement covered by Section 9.3.2 above, Sunesis (or its designee) shall have the initial right, but not the obligation, to take reasonable legal action to enforce and defend the Sunesis Licensed Technology or Sunesis Collaboration Technology against such infringement or misappropriation by Third Parties at its sole cost and expense. If, within [*] following a request by DOT-1 to do so, Sunesis (or its designee) fails to take such action to enforce and defend any actual or potential infringement or misappropriation of the Sunesis Licensed Technology or Sunesis Collaboration Technology with respect to such Subject Infringement, DOT-1 or its designee shall, in its sole discretion, have the right, at its sole expense, to take such action.
Sunesis. Sunesis agrees to indemnify, defend and hold harmless DOT-1 and its Affiliates and their respective directors, officers, employees, agents and their respective heirs and assigns from and against any 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 Reverted Licensed Products by Sunesis or its Affiliates or Sublicensees or other designees, (ii) the breach by Sunesis of its representations and warranties made in this Agreement or (ii) the negligence or intentional misconduct of Sunesis or any of its agents or employees or failure of Sunesis or any of its agents or employees to comply with applicable laws and regulations; except, in each case, to the extent such Liabilities result from a breach of this Agreement by DOT-1, negligence or intentional misconduct of DOT-1 or any of its agents or employees or failure of DOT-1 or any of its employees or agents to comply with applicable laws or regulations.
Sunesis. Sunesis agrees to indemnify, defend and hold JJPRD and their respective directors, officers, employees, agents and their respective heirs and assigns (the “JJPRD 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, relating to (i) any product incorporating a Returned Compound developed, manufactured, used, sold or otherwise distributed by or on behalf of Sunesis, its Affiliates, licensees or other designees as permitted under this Agreement (including, without limitation, product liability and patent infringement claims other than claims relating to JJPRD Technology, for which JJPRD shall be solely responsible)), and (ii) any breach by Sunesis 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 JJPRD, gross negligence or intentional misconduct of JJPRD.
Sunesis. Sunesis represents and warrants to MPI and Biogen Idec as of the Effective Date, and covenants to MPI and Biogen Idec, that:
3.2.1 Sunesis has no actual, planned or threatened claim, demand or proceeding itself or through an Affiliate against Biogen Idec or an Affiliate of Biogen Idec, and has no knowledge of any actual, planned or threatened claim, demand or proceeding by a Third Party, arising out of the Original Agreement or otherwise related to the Assigned Assets (as defined in the Asset Transfer Agreement).
3.2.2 Sunesis will not make any claim against MPI arising from any alleged breach of (a) the Original Agreement as it existed prior to the Effective Date by Biogen Idec or (b) this Agreement by Biogen Idec with respect to the transactions contemplated by this Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3.2.3 Sunesis will not make any claim against (a) Biogen Idec arising from any alleged breach of this Agreement or the MPI/S Agreement by MPI, or (b) MPI arising from any alleged breach of the BI/S Agreement by Biogen Idec.
Sunesis. Subject to the limitations of liability set forth in Section 3.4, MPI and Biogen Idec agree to indemnify Sunesis and its Affiliates and their respective directors, officers, employees and agents from and against any claims, damages or liabilities (including reasonable attorneys’ fees) (collectively, “Liabilities”) resulting from any claim, demand, action or other proceeding (x) which [ * ], (y) in which Sunesis is [ * ] and (z) which proceeding is [ * ]; except, in each case, to the extent such Liabilities result from a material breach of this Agreement by Sunesis or the willful misconduct (including criminal activity) of Sunesis or any of its agents or employees.
