By Biogen Sample Clauses

By Biogen. In the event of a material breach of this Agreement by C4, which material breach remains uncured for [***] measured from the date of written notice of such material breach by Biogen that identifies the material breach and the actions or conduct that Biogen considers would be an acceptable cure of such material breach, Biogen may terminate this Agreement in whole or with respect to one or more Development Candidates, Products, or Collaboration Targets at any time during the Term of this Agreement by written notice of termination to C4.
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By Biogen. During the Term, Biogen will have the sole right (except as provided below), but not the obligation, to enforce or defend any Opposed Biogen Patent Right against such Third Party Action, at Biogen’s sole discretion and at Biogen’s sole cost and expense. Where Biogen desires to enforce or defend such Opposed Biogen Patent Right but is unable to do so due to Applicable Law or regulation (even as the assignee or exclusive licensee of such Patent Right), then Biogen may request that Catalyst join as a named party in such action or that Catalyst enforce or defend such Patent Right against such Third Parties, at Biogen’s sole cost and expense. Biogen will take the lead in the control and conduct of any such enforcement or defense under this Section 10.3.2(a) (By Biogen) and Catalyst will reasonably assist Biogen in any such enforcement or defense action under this Section 10.3.2(a) (By Biogen) at Biogen’s expense. Biogen will keep Catalyst reasonably informed of any such enforcement or defense.
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By Biogen. If Alkermes elects to halt Prosecution of any patents or patent applications within the Licensed Patents or the Joint Collaboration Patents in any country in the Territory, then Alkermes will notify Biogen in a timely manner to permit the preservation of any rights in such country with respect to such Licensed Patents or Joint Collaboration Patents. Following written notification from Biogen to Alkermes that Biogen wishes to assume Prosecution of such Licensed Patents or Joint Collaboration Patents in such country, Alkermes will permit Biogen to so assume Prosecution of such Licensed Patents or Joint Collaboration Patents (as applicable), at its own cost and expense and using patent counsel of its choosing. In addition, and notwithstanding anything to the contrary set forth in this Agreement, Biogen will have the first right, at its sole cost and expense and using patent counsel of its choosing, to direct and control any patent interferences, reexaminations, inter partes reviews, reissuances, revocations, oppositions and appeals from any such proceedings of the Licensed Patents and the Joint Collaboration Patents (collectively, “Protection”). Alkermes will provide Biogen reasonable assistance in the Prosecution and Protection of such Licensed Patents or Joint Collaboration Patents, including by making its employees, agents and consultants reasonably available to Biogen (or Biogen’s authorized attorneys, agents or representatives), to the extent reasonably necessary to enable Biogen to undertake Prosecution and Protection as contemplated by this Agreement. If Biogen elects to halt Protection of any patents or patent applications within the Licensed Patents or the Joint Collaboration Patents in any country in the Territory, then Biogen will notify Alkermes in a timely manner to permit the preservation of any rights in such country with respect to such Licensed Patents or Joint Collaboration Patents. Following written notification from Alkermes to Biogen that Alkermes wishes to assume Protection of such Licensed Patents or Joint Collaboration Patents in such country, Biogen will permit Alkermes to so assume Protection of such Licensed Patents or Joint Collaboration Patents (as applicable) at its own cost and expense and using patent counsel of its choosing. Biogen will provide reasonable assistance in the Protection of such Licensed Patents or Joint Collaboration Patents, including by making its employees, agents and consultants reasonably available to Alkerm...
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By Biogen. Except as expressly provided herein, Biogen grants no other right or license, including any rights or licenses to the Biogen IP, the Regulatory Documentation, Biogen’s Corporate Names, or any other Patent or intellectual property rights not otherwise expressly granted herein, whether by implication, estoppel or otherwise and Denali shall not Exploit (or authorize the use of) any Biogen IP (other than Joint Program Know-How and Joint Program Patents) or use Biogen’s Corporate Names except as provided in Section 6.2 (License Grants to Denali).
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By Biogen. In the event of a material breach of this Agreement by Catalyst, which material breach remains uncured for [***] measured from the date of written notice of such material breach provided by Biogen that identifies the material breach, Biogen may terminate this Agreement in whole or with respect to one or more Compounds or Products by written notice of termination to Catalyst provided within [***] of the expiration of such [***] period.
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By Biogen. Biogen shall have the right to grant or authorize sublicenses under the licenses granted by Denali to Biogen in Section 6.1 (License Grants to Biogen) (a) to Biogen’s Affiliates, (b) to one or more Subcontractors in accordance with Section 6.4 (Subcontracting), (c) [***] or (d) [***]. Any such sublicense (or license) granted by Biogen pursuant to this Section 6.3.1 (By Biogen) shall be [***].
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By Biogen. Biogen will conduct all Biogen Option Development Activities in good scientific manner, and in compliance with all Applicable Laws, including cGMP, GLP, and GCP, as applicable. In addition, Biogen will perform all Biogen Option Development Activities with reasonable care and skill in accordance with the terms and conditions of this Agreement. Biogen will ensure that its personnel who perform Biogen Option Development Activities are suitably qualified and trained to be capable of carrying out such Biogen Option Development Activities in a professional workmanlike manner and will provide such personnel with all reasonably necessary materials and facilities therefor. Biogen will be responsible for [***].
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By Biogen. In each case after a notice-and-cure period of 30 calendar days, Biogen may terminate this Agreement for Cartesian’s failure to pay a fee owed to Biogen under ARTICLE III, or for any other material breach of this Agreement.
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Related to By Biogen

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Patent Rights The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of: