No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their permitted assigns and respective successors, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation, by way of subrogation.
No Third-Party Beneficiaries. Except for the provisions of Section 2, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to confer in or on behalf of any Person not a Party (and their successors and assigns) any rights, benefits, causes of action or remedies with respect to the subject matter or any provision hereof.
Third Party Confidential Information. Neither Party shall disclose to the other Party any confidential or proprietary information or intellectual property that it holds in confidence on behalf of any third party unless such disclosing Party first obtains the consent of such third party and enters into a separate three-party confidentiality agreement with the receiving Party covering that disclosure. Neither Party shall represent to the other Party as being unrestricted any designs, plans, models, samples, or other writings or products that it knows are covered by valid patent, copyright, or other form of intellectual property protection belonging to a third party.
No Third-Party Beneficiaries. This Agreement is entered into solely between WuXi ATU and Graphite and does not (and is not intended to) confer any rights or remedies upon any third party.
NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be enforced by its general partner.
Third Party Infringement Suit. In the event that a Third Party sues Licensee alleging that Licensees, its Affiliates or its sublicensees making, having made, importing, exporting, using, manufacturing, having manufactured Licensed Compound or distributing, marketing, promoting, offering for sale or selling Licensed Product infringes or will infringe a claim of a patent that specifically covers the Licensed Compound or its manufacture, then Licensee may elect to defend such suit and, during the period in which such suit is pending, notwithstanding Licensees obligation to indemnify Merck under Section 11.01 herein, .
An indemnifying partys obligations to indemnity and defend under this Section 9 are expressly conditioned upon, # being provided prompt written notice of any indemnified claim by the indemnified party; provided, that a failure to provide such prompt notice shall not release the indemnifying party from its obligations unless such lack of timely notice materially impacts the ability of the indemnifying party to defend against the claim, # the indemnifying party having the sole right to control the defense, and to agree to any cash settlement, adjustment or compromise of the claim; provided that # any settlement, adjustment, or compromise of the claim shall not result in any financial or non-financial obligations and/or admissions of guilt being imposed on the indemnified party without the prior written consent of the indemnified party in its sole discretion, and # the indemnified party may employ separate counsel at its own expense to participate in the defense of the claim, and # the indemnified party providing reasonable cooperation with the indemnifying party in the defense of the claim. The indemnified party shall have no authority to settle any claim on behalf of the indemnifying party without the consent of the indemnifying party.
No Third Party Beneficiaries. Except as provided in Section 6.6 with respect to Indemnified Parties, which shall be third party beneficiaries of the provisions set forth in Section 6.6, nothing in this Agreement is intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns, to create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto.
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, except for the Placement
No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
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