MSD Clause Samples
MSD. As between the Parties, MSD (or its Affiliate) will own all right, title and interest in and to the MSD Know-How and MSD Patents, and Licensee is not acquiring any ownership interest in any MSD Know-How or MSD Patents hereunder.
MSD. The MSD shall use the Corridor Preservation Funds allocated and disbursed to it under this Agreement: a) for the purpose of acquiring property needed for the transportation project considered and approved by the Council of Governments on January 16, 2025, located at approximately 8000 West and 2700 South, Magna City, Utah; and b) in accordance with Utah Code § 72-2-117.5 and all other applicable federal, state and local laws, rules and regulations.
MSD. Except to the extent NEUROGEN is required to indemnify MSD under Section 10.1, MSD shall defend, indemnify and hold NEUROGEN, its Affiliates, and their respective directors, officers, employees and agents (the "NEUROGEN Group"), harmless from and against any and all Losses arising out of development, pre-clinical or clinical testing, manufacture, use or sale of the Collaboration Compounds or Products by MSD, or its Affiliates or Sublicensees (including any patent infringement or product liability claims including any manufacturing or other product defects, failure to comply with regulatory and other legal requirements, failure to provide adequate warnings and misuse of the Products).
MSD. The MSD Agreements shall be in full force and effect and shall not have been amended or modified, and no provision thereof shall have been waived, without the prior written consent of Parent and the Company.