Example ContractsClausesBy Zai
By Zai
By Zai contract clause examples

By Zai. Zai shall indemnify and hold harmless TPTX, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “TPTX Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred by them in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from # the Development, packaging or labeling, Manufacture (after the Manufacturing Technology Transfer), use and Commercialization of the Products in the Territory, # the packaging or labeling of the Products outside the Territory, # the gross negligence, illegal conduct or willful misconduct of Zai or any of its Affiliates or Sublicensees, # Zai’s breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or # TPTX holding any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of [clauses (a) through (e) above] except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which TPTX is obligated to indemnify the Zai Indemnitees under Section 12.2.

Zai Patents. Zai shall, at its sole cost and expense, have the sole right, but not the obligation, in the Territory and the first right, but not the obligation, outside the Territory, to conduct the Patent Prosecution and maintenance of any Patents within the Zai IP (the “Zai Patent”). Zai shall keep TPTX reasonably informed of the status of all actions taken, and shall consider in good faith TPTX’s recommendations with respect to the Zai Patents prosecuted by Zai worldwide. Further, Zai shall notify TPTX of any decision to cease Patent Prosecution or maintenance of any Zai Patent outside the Territory at least ​ days before any due date for filing, payment or other action to avoid loss of rights, in which case TPTX shall have the right to continue the Patent Prosecution or maintenance of such Zai Patent outside the Territory at TPTX’s discretion and expense. If TPTX decides to take over Patent Prosecution or maintenance of a Zai Patent outside the Territory, then Zai shall promptly deliver to TPTX copies of all necessary files related to such Zai Patent outside the Territory and shall take all actions and execute all documents reasonably necessary for TPTX to assume such responsibility. For the avoidance of doubt, TPTX’s assumption of responsibility for Patent Prosecution or maintenance of any Zai Patent outside the Territory pursuant to this Section 13.3(b) shall not change the Parties’ respective ownership rights with respect to such Licensed Patent or Joint Patent.

By Zai. Zai shall indemnify and hold harmless NVCR, its Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “NVCR Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred in connection with any claims, demands, actions or other proceedings by any Third Party, including by the NMPA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “Claims”) to the extent arising from # Zai’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case, as an agent of NVCR in the Territory, other Development and/or Commercialization activities, including the promotion, selling, storing, handling and/or distribution of a Licensed Product and product liability claims relating to the Licensed Product, by Zai or any of its Affiliates or Sublicensees, # the ​ of Zai or its Affiliates or sublicensees, or # Zai’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, in each case of [clauses (a) through (c) above], except to the extent such Losses or Claims arise out of an NVCR Indemnitee’s negligence or willful misconduct, breach of this Agreement, or material failure to abide by any Applicable Laws.

By Zai Lab. Zai Lab may assign this Agreement, in whole or in part, only with the advance written consent of INCY; provided, however, that INCY will not unreasonably withhold, delay or condition such consent if Zai Lab requests to assign its entire interest under this Agreement to an Affiliate; provided, that such consent shall apply for as long as such Affiliate remains as an Affiliate of Zai Lab, or to a Third Party purchaser of all of or substantially all of the assets of Zai Lab.

Zai Lab’s Assistance. Zai Lab will provide up to ​ of technical assistance per ​ after each transfer of Data to INCY pursuant to Section 3.11.2 (Zai Lab Collaboration Study) or Section 3.12 (Ancillary Studies) to assist INCY with its understanding of such Data. ​. Zai Lab will ​ any additional technical assistance reasonably requested by INCY to assist INCY with its understanding of any of such Data and if Zai Lab agrees to provide such additional technical assistance then Zai Lab will provide such additional assistance ​. For clarity, ​.

Zai Lab Activities. Subject to Section 3.13 (INCY Pipeline Combination Study and INCY Pipeline Combination Regimen in the Zai Lab Territory), Execution Version CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH ​, HAS BEEN OMITTED BECAUSE IT IS BOTH # NOT MATERIAL AND # WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Zai Lab Responsibility. Zai Lab will use Commercially Reasonable Efforts to Commercialize at least one Licensed Product(s) in the Zai Lab Territory after Regulatory Approval of the Licensed Product(s) has been obtained. Subject to Section 2.3 (JSC Responsibilities), Zai Lab will ​, whether such Licensed Product(s) is sold as a monotherapy or as one or more component(s) of a combination therapy. Zai Lab will conduct all Commercialization activities with respect to Licensed Product(s) in accordance with all Applicable Law.

Representations and Warranties of Zai. Zai represents and warrants to NVCR that as of the Effective Date:

Termination by Zai for Convenience. At any time, Zai may terminate this Agreement by providing written notice of termination to NVCR, which notice includes # an effective date of termination ​ months after the date of the notice if the First Commercial Sale of any Licensed Product has not occurred in the Field in the Territory as of the date of such notice, or # an effective date of termination ​ months after the date of the notice if the First Commercial Sale of any Licensed Product in the Field in the Territory has occurred as of the date of such notice.

Zai Lab Holds Regulatory Approval. In the event that Zai Lab pursues the Import Drug Registration Pathway for a Licensed Product and obtains the Regulatory Approval for such Licensed Product, for distribution channels in the PRC in which the Two-Invoice Policy applies, INCY will consider in good faith whether to permit an Affiliate of Zai Lab established outside of the PRC to purchase Licensed Product(s) from INCY under the Clinical Supply Agreement for importation into and distribution in the PRC, which permission by INCY will not be unreasonably withheld, delayed or conditioned.

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