Common use of Client Warranties Clause in Contracts

Client Warranties. The Client covenants, represents and warrants that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) the provision of the Manufacturing by Patheon solely in respect of any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights; (b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose the Specifications to Patheon; (ii) to the Client’s knowledge as of the Effective Date, any Intellectual Property provided by the Client to Patheon in connection with the provision of the Manufacturing according to the Specifications (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any Third Party Rights; and (iii) the Specifications for all Products, as provided by the Client to Patheon, conform to all applicable cGMPs and Applicable Laws.

Client Warranties. The Client covenants, represents and warrants that, Except to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) the provision of the Manufacturing by Patheon solely extent expressly otherwise provided in respect of any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights; (b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In additiona given Proposal, Client covenants, represents and warrants to Cambrex that: (a) to Client’s knowledge, all Intellectual Property (other than Cambrex’s Intellectual Property) provided by Client to Cambrex for use in connection with providing Services (i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose the Specifications to Patheonbe used by Cambrex in connection with providing Services and (ii) so long as Cambrex uses such Intellectual Property solely as 86274635_42 contemplated by this Agreement, such use does not and will not infringe, violate or misuse any rights held by Third Parties; (iib) to the Client’s knowledge knowledge, there are no rights held by Third Parties related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of this Agreement, and as of the Effective Date, Client has no knowledge of any Intellectual Property provided claims of infringement that have been made by the Third Parties against Client to Patheon in connection with the provision Product; (c) all artwork, the content of all labeling and packaging, and all other Specifications provided or approved by Client comply with Applicable Law; (d) all Client-Supplied Materials provided to Cambrex hereunder have been manufactured in accordance with Applicable Law, including cGMPs (where applicable), and shall at the Manufacturing according time of delivery to Cambrex meet all applicable Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Law; (e) all Deliverables provided to Client by Cambrex hereunder shall be held, stored, used and otherwise disposed of by or on behalf of Client in accordance with all Applicable Law (including, in connection with any such items that are not labeled, 21 CFR § 201.150); specifically, Client shall not permit the human consumption of any such items, except to the Specifications (i) is extent such consumption occurs in the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as course of the Effective Date, clinical studies that expressly permit such use does not infringe and will not infringe that have been approved by appropriate Authorities or if such consumption is otherwise permitted by Applicable Law, including pursuant to any Third Party Rightsauthorization for commercial sale under an Emergency Use Authorization (EUA) or other authorization for commercial sale by Regulatory Authorities; and (iiif) the Specifications for all Products, as provided by the Client it will notify Cambrex in writing of any representation or warranty hereof ceasing to Patheon, conform to all applicable cGMPs and Applicable Lawsbe true or correct.

Client Warranties. 12.1. The Client covenantswarrants that it has provided accurate and complete information (including but not by way of limitation its name, represents postal or email address, phone number, bank sort code and warrants thataccount number) and will promptly report any changes in such information to Wessex IT. 12.2. The Client undertakes to keep secure any identification, password and other confidential information relating to the Client’s knowledge as use of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSor access to any Wessex IT Server or other Service and undertakes to notify Wessex IT immediately of any known or suspected unauthorised use or breach of security, including loss, theft or unauthorised disclosure of identification, password or other security information. (a) the provision of the Manufacturing by Patheon solely in respect of 12.3. The Client accepts that Wessex IT may from time to time change any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use all usernames, passwords, IDs, server hostnames, URLs, URIs, IP addresses or other disposition of any Product information provided by Patheon as may be required to perform its obligations under this Agreement does not Wessex IT and will not infringe any Third Party Rights; (b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials provided used by the Client to Patheongain access to or use of any of the Services. Whilst Wessex IT shall make all reasonable endeavours to notify the Client of any such change prior to its occurrence, Wessex IT shall not be liable for any direct, indirect or consequential inconvenience, loss or damage of any kind which may be deemed to have arisen from any such change. Should the Client or any party acting for the Client ask Wessex IT to disclose any username, password or other identification, Wessex IT reserves the right to run such checks as Wessex IT deems necessary (including but not by way of limitation the provision of written authorisation from the Client) and to change without prior notice any relevant password or other identification before disclosure where Wessex IT at its absolute discretion sees fit. 12.4. Any third-party software provided with the Service together with such third party’s electronic or printed licence agreement is included for use at the Client’s sole option, and any use of such third-party software shall be governed by the third party’s licence agreement and not by this Agreement. 12.5. The Client shall indemnify Wessex IT, its directors, employees, contractors, agents and affiliates and keep the same indemnified against all proceedings, losses, liabilities, damages (including legal costs), charges and expenses of whatsoever nature arising out of or in connection with any liability, action or claim that the Client’s website content or the Client’s use of any Wessex IT Services violates the provisions of Clause 12 and its sub-clauses. The Client acknowledges that for these purposes it is irrelevant whether the Client knows or is aware of the nature of the Client’s Content. 12.6. The Client warrants that it has obtained for itself and for Wessex IT all necessary consents, approvals and licences for use of any content, data or software used by the Client with any Service and to regularly monitor compliance with such consents, approvals and licenses. 12.7. The Client warrants that it will use the Services only for lawful purposes. In particular, the Client represents, warrants and undertakes to the Company that; 12.7.1. The Client will not use the Services in any manner which infringes any law or regulation, or which infringes the salerights of any third party, use nor will the Client authorise or permit any other person to do so; 12.7.2. The Client will not publish, post, link to or transmit: 12.7.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; 12.7.2.2. any material containing a virus or other disposition hostile computer program; 12.7.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any Product Manufactured in accordance person which may subsist under the laws of any jurisdiction; provided by Wessex IT to the Client. 12.8. The Client shall comply with all instructions and requests given or updated by Wessex IT regarding the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each use of the Products are its Service which in Wessex IT’s reasonable opinion is necessary in the interests of security, or its Affiliateto maintain or improve the quality of Services to Wessex IT’s property customers or licensed to the Client and that the Client may lawfully disclose the Specifications any such instructions shall whilst they are in force, be deemed to Patheon; (ii) to the Client’s knowledge as form part of the Effective Date, any Intellectual Property provided by the Client to Patheon in connection with the provision of the Manufacturing according to the Specifications (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any Third Party Rights; and (iii) the Specifications for all Products, as provided by the Client to Patheon, conform to all applicable cGMPs and Applicable Lawsthis Agreement.

Client Warranties. The Client covenants, represents and warrants that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.: (a) the provision of the Manufacturing by Patheon solely in respect of any Product pursuant to this Agreement as directed in the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights; (b) there are no actions or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials and the Components provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose the Specifications to Patheon; (ii) to the Client’s knowledge as of the Effective Date, any Intellectual Property provided by the Client to Patheon in connection with the provision of the Manufacturing according to the Specifications (i) is the ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any Third Party Rights****; and (iii) the Specifications for all Products, as provided by the Client to Patheon, conform to all applicable cGMPs and Applicable Laws.

Client Warranties. The Client covenants, represents and warrants to Halo that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.: (a) the provision preliminary copy of the Manufacturing Specifications provided by Patheon solely Client to Halo further to Section ‎3.3 is true and accurate in respect all material respects, and, to the best of any Product pursuant Client’s knowledge, there will be no material change to this Agreement as directed in such Specifications after the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party RightsEffective Date; (b) there are no actions Client owns or other legal proceedings has a valid right and license to use all Specifications for each Product and Client may lawfully disclose all Specifications to Halo for Halo’s use in the Territory, the subject of which is the infringement of Third Party Rights related to any of the Specifications, or the bulk Product or any of the Active Materials provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance connection with the Specifications; andproviding Manufacturing Services; (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose the Specifications to Patheon; (ii) to the Client’s knowledge as of the Effective Date, any all Intellectual Property (other than Halo’s Intellectual Property) provided by the Client to Patheon Halo for use in connection with the provision of the providing Manufacturing according to the Specifications Services (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, may lawfully be used by Halo in connection with providing (ii) may be lawfully used as directed by the Client, and (iiid) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any there are no Third Party RightsRights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the Agreement; (e) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to Halo hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section ‎3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to Halo; and (iiii) the Specifications for all ProductsProduct delivered to Client by Halo hereunder shall be held, as provided used, distributed, sold and otherwise disposed of by the or on behalf of Client to Patheon, conform to in accordance with all applicable cGMPs and Applicable Laws.

Client Warranties. The Client covenants, represents and warrants to Halo that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.: (a) to the provision best of Client’s knowledge, the preliminary copy of the Manufacturing Specifications provided by Patheon solely Client to Halo further to Section ‎3.3 is true and accurate in respect all material respects, and, to the best of any Client’s knowledge, there will be no material change to such Specifications; (b) it shall at all times comply with all material Applicable Laws relating to its activities under this Agreement, and in particular (i) all Product pursuant delivered to this Agreement as directed Client by Halo hereunder shall be held, used, distributed, sold and otherwise disposed of by or on behalf of Client in accordance with all Applicable Laws and (ii) all artwork, the content of all Packaging, and all other Specifications delivered by or on behalf of Client to Halo for use in the new drug application for Manufacturing Services shall comply with Applicable Law; (c) it owns or is licensed (with the right to sublicense to Halo) to all right, title and interest in and to all Intellectual Property rights relating to the Product that was approved (other than Halo’s Intellectual Property) provided by Client to Halo for use in connection with providing Manufacturing Services, and such Intellectual Property (i) may lawfully be used by Halo in connection with providing Manufacturing Services and (ii) so long as Halo uses such Intellectual Property solely as contemplated by this Agreement, such use, to the U.S. Food and Drug Administration or use or other disposition best of any Product by Patheon as may be required to perform its obligations under this Agreement Client’s knowledge, does not and will not infringe infringe, violate or misuse any Third Party Rights; (bd) there are no actions or other legal proceedings in to the Territorybest of Client’s knowledge, the subject of which is the infringement of Third Party Rights related to any manufacture of the Specifications, or the bulk Product or any of the Active Materials provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications, and the use of the API and PEO in the Product in the Territory, do not and will not infringe, violate or misuse any applicable United States or foreign Third Party Rights, and it has no knowledge of any actual or threatened claims, actions or proceedings alleging the infringement, violation or misuse of any Third Party Rights in connection with the manufacture of the Product or the use of the API or PEO in the Product in the Territory; and (ce) the Products, if labelled Client shall have contractually required its suppliers of API and Manufactured PEO provided to Halo hereunder to have been manufactured in accordance with Applicable Law, including cGMPs, and at the time of delivery under Section ‎3.4 to meet all applicable Specifications and in compliance with applicable cGMPsnot be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (f) the Injection Molding Machines are of a size, design capacity, and manufacture selected by Client, and as of the Quality Agreement and other Technical Information and this Agreement Effective Date the IM Machines are (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Productssuitable for Client’s purposes, (ii) sufficient to produce the quantities of Product that Client expects to order hereunder subject to the capacity constraints described in Section 3.2(c), (iii) are compliant with cGMPs, and (iv) have been delivered and installed in good operating condition; and (g) each of the API Cost and PEO Cost accurately reflects Client’s actual, out-of-pocket cost to procure the API and PEO, respectively, from its Third Party vendors and provide it to Halo. [****, *] Material omitted and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client and that the Client may lawfully disclose the Specifications to Patheon; (ii) to the Client’s knowledge as of the Effective Date, any Intellectual Property provided by the Client to Patheon in connection separately filed with the provision of the Manufacturing according to the Specifications (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, (ii) may be lawfully used as directed by the Client, and (iii) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any Third Party Rights; and (iii) the Specifications Commission under a request for all Products, as provided by the Client to Patheon, conform to all applicable cGMPs and Applicable Lawsconfidential treatment.

Client Warranties. The Client covenants, represents and warrants to AAA that, to the Client’s knowledge as of the Effective Date: **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) the provision preliminary copy of the Manufacturing Specifications provided by Patheon solely Client to AAA further to Section 3.3 is true and accurate in respect all material respects, and, to the best of any Product pursuant Client’s knowledge, there will be no material change to this Agreement as directed in such Specifications after the new drug application for the Product that was approved by the U.S. Food and Drug Administration or use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement does not and will not infringe any Third Party Rights; Effective Date; (b) there are no actions Client owns or other legal proceedings in the Territory, the subject of which is the infringement of Third Party Rights related has a valid right and license to any of the Specifications, or the bulk Product or any of the Active Materials provided by the Client to Patheon, or the sale, use or other disposition of any Product Manufactured in accordance with the Specifications; and (c) the Products, if labelled and Manufactured in accordance with the Specifications and in compliance with applicable cGMPs, Applicable Laws, the Quality Agreement and other Technical Information and this Agreement (i) may be lawfully sold and distributed in every jurisdiction in which the Client has Regulatory Authority approval to market such Products, (ii) ****, and (iii) will be safe for human consumption as directed on the approved labelling for such Products. In addition, Client covenants, represents and warrants that: (i) the all Specifications for each of the Products are its or its Affiliate’s property or licensed to the Client Product and that the Client may lawfully disclose the all Specifications to Patheon; AAA for AAA’s use in connection with providing Manufacturing Services; (iic) to the Client’s knowledge as of the Effective Date, any all Intellectual Property (other than AAA’s Intellectual Property) provided by the Client to Patheon AAA for use in connection with the provision of the providing Manufacturing according to the Specifications Services (i) is the Client’s or its Affiliate’s unencumbered property or is licensed to the Client, may lawfully be used by AAA in connection with providing Manufacturing Services and (ii) may be lawfully used so long as directed AAA uses such Intellectual Property solely as contemplated by the Clientthis Agreement, such use does not and will not infringe, violate or misuse any Third Party Rights; (iiid) to the Client’s knowledge as of the Effective Date, such use does not infringe and will not infringe any there are no Third Party RightsRights related to Client’s Intellectual Property that would be infringed, violated or misused by Client’s performance of the Agreement; and (iiie) it has no knowledge of any claims, actions or other actual or threatened legal proceedings, the subject of which is the infringement, violation or misuse of Third Party Rights related to any Specifications, Active Material or Product, including the manufacture, use, distribution, sale or other disposition of any Active Material or Product; (f) to Client’s knowledge as of the Effective Date, all artwork, the content of all labelling and packaging, and all other Specifications comply with Applicable Laws; (g) to Client’s knowledge, all Active Material Client will provide to AAA hereunder will be manufactured in accordance with Applicable Laws, including cGMPs, and shall at the time of delivery under Section 3.4 meet all Specifications and not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws; (h) the Specifications for Active Material Cost fairly and accurately reflects Client’s actual, out-of-pocket cost to procure the Active Material from Third Party vendors and provide it to AAA; and (i) all ProductsProduct delivered to Client by AAA hereunder shall be held, as provided used, distributed, sold and otherwise disposed of by the or on behalf of Client to Patheon, conform to in accordance with all applicable cGMPs and Applicable Laws.