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Athenex, Inc. Consulting Agreement
(f) Consultant will retain sole and absolute discretion and judgment in the manner and means of carrying out the Services, and acknowledges and agrees that it/he/she will use a high level of skill that is necessary to perform the Services.
(g) Athenex shall be solely entitled to any research and development tax credits associated with the Services under this Agreement, and Consultant shall not take any action inconsistent with this position.
7.2. Compliance with Laws. Consultant will comply with all protocols, specifications, laws and regulations applicable to this Agreement and/or the Services, including, but not limited to, the U.S. Food, Drug and Cosmetic Act.
7.3. Warranty Against Prior Existing Restrictions. Consultant represents and warrants that Consultant is not a party to any agreement containing a restriction with respect to (i) the Services that Consultant is to perform hereunder or (ii) the use or disclosure of any information, directly or indirectly, related to the Athenexs business, or the Services Consultant is required to perform pursuant hereto nor will the Consultant enter into such an agreement during the term of this Agreement.
7.4. Cooperation. With respect to any investigation, litigation, arbitration, mediation, administrative hearing, or any other dispute resolution process to which Athenex is a party or which Consultant is a witness at any time, subject to the Consultants duty and availability under his employment at the time, the Consultant will cooperate fully and truthfully with Athenex, its attorneys and agents, with respect to any process including but not limited to, interviews, depositions, preparation for testimony, signing truthful and accurate affidavits and testifying or otherwise providing truthful and accurate evidence, without the necessity of legal process, at no out of pocket cost to Consultant and with reasonable notice to Consultant.
(a) Athenex shall indemnify and hold Consultant harmless from and against any and all third party claims, causes of action, damages, liabilities, losses, costs and expenses, including but not limited to attorneys fees (collectively, Claims) arising from or related to: (i) Athenexs or a third partys use of any Inventions generated by Consultant in the performance of services, or a third partys use of any Inventions generated by Consultant in the performance of services, or Athenexs or a third partys manufacture, use or sale of any product or service relying on any such Inventions, (ii) any third partys patent or other intellectual property rights claimed with regard to any Athenex-supplied material; or (iii) the gross negligence or willful misconduct of Athenex or any of its directors, officers, employees, or agents (the Athenex Indemnitees); provided, however, that the foregoing indemnities shall not apply to the extent that such liability arises from or as a result of any negligent act or omission of Consultant.