SUPERGEN Sample Clauses

SUPERGEN. SuperGen represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of SuperGen.
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SUPERGEN. SuperGen shall have the initial right, but not obligation, to institute, prosecute and control any such action, suit or proceeding (an “Action”) at its expense, using legal counsel acceptable to Licensor, and Licensor shall cooperate with SuperGen in connection with any such Action, at SuperGen’s expense; provided, SuperGen may not enter into any settlement which admits that any of the Licensed Patents is invalid or unenforceable. Any amounts recovered from third parties in any such Action shall be used first to reimburse SuperGen and to Licensor, if applicable, for their costs and expenses associated with such Action (including, without limitation, attorney and expert fees), and the remainder shall be the property of SuperGen.
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SUPERGEN. SuperGen shall defend and hold Licensor and its trustees, officers, agents, faculty, employees and students harmless as against any judgments, fees, expenses, liabilities or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action (a "Liability") brought by a third party as a consequence of the practice of the Licensed Patents or the sale of the Licensed Product (together the "Licensed Subject Matter") by SuperGen, whether or not Licensor is named as a party defendant in any lawsuit, except to the extent such Liability is caused by the negligence or willful misconduct of Licensor. Practice of Licensed Subject Matter, by a Sublicensee shall be considered SuperGen's practice of said Licensed Subject Matter for purposes of this Section 7.1.
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SUPERGEN a company incorporated under the laws of Delaware, USA and having its registered seat at Xxx Xxxxxxx Xxxx, Suite 220, San Ramon, CA 94583, USA, duly represented by Xx. Xxxxxx Xxxxxxxxx hereinafter referred to as "SuperGen"
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SUPERGEN. In the event Inflazyme fails to initiate or defend any Action in respect of the Technology within ninety (90) days of receiving notice of any alleged infringement or misappropriation thereof, SuperGen shall have the right, but not the obligation, to initiate such an Action, at its expense; provided, however, that SuperGen may not enter into any settlement in respect of the Technology or a Joint Invention without Inflazyme's prior written consent, which consent shall not be unreasonably withheld. Any amounts recovered from third parties in any such Action shall be used first to reimburse SuperGen for its costs and expenses associated with such Action (including, without limitation, reasonable attorneys' and experts' fees) and the remainder shall be divided by the parties with SuperGen receiving seventy-five percent (75%) of such remainder and Inflazyme receiving twenty-five percent (25%).
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SUPERGEN. SuperGen shall indemnify, defend and hold harmless Inflazyme and its directors, officers, employees and agents (each an "Inflazyme 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 an Inflazyme Indemnitee, arising out of or in connection with (i) any misrepresentation with regard to, or breach of, any of the representations and warranties of SuperGen set forth in Section 10.2, or (ii) the use by SuperGen or its sublicensees of the materials provided by Inflazyme to SuperGen, or the development, manufacture, use and sale of Licensed Products by SuperGen or its sublicensees, except, in each case, to the extent due to the negligence or willful misconduct of Inflazyme.
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Related to SUPERGEN

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Licensee Licensee represents and warrants that:

  • Comverge Comverge hereby represents and warrants the following:

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Motorola retains the right to subcontract, in whole or in part, any effort required to fulfill its obligations under this Agreement, provided Motorola shall remain liable for performance hereunder.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • AMD to the Fixed Interest Account, beginning with the date of such transfer, shall be credited with the Current Rate of Interest under this contract which was in effect on the date the transferred contribution was originally deposited into the Fixed Interest Account under the previous AUL contract.

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