Common use of Representations Warranties Covenants and Indemnification Clause in Contracts

Representations Warranties Covenants and Indemnification. A. iVillage represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate any third party US patent, copyright, trade secret, trademark, or other proprietary right of any third party, (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pornographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or (g) do not knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines, B. PlanetRx represents, warrants and covenants that: (i) it is authorized to do business under the rules of the state in which it is incorporated; (ii) it is authorized to enter into this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; (v) the operations of the pharmacy services on the ▇▇▇▇▇▇▇▇.▇▇▇ site shall comply with all local, state, federal and international laws and regulations and (vi) the services to be performed and the materials provided by it (a) do not infringe or violate any third party U.S. patent, copyright, trade secret, trademark, or other proprietary right; (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pomographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; (g) do not knowingly contain viruses, Trojan horses, wonais, time bombs, cancelbots or other similar harmful or deleterious programming routines; C. As the sole and exclusive remedy for any breach of the representation, warranty and covenant described in section 13 (A)(v) above, iVillage agrees to defend and hold harmless PlanetRx and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13 (A)(v) above by iVillage, provided, however, that in any such case: (i) PlanetRx provides iVillage with prompt notice of any such claim; (ii) PlanetRx permits iVillage to assume sole control over the defense and settlement of such action; and (iii) upon iVillage's written request, and at iVillage's expense, PlanetRx will provide to iVillage reasonable information and assistance necessary for iVillage to defend and settle such claim. PlanetRx may participate in such defense or settlement at its sole expense. D. As the sole and exclusive remedy for any breach of the representation, warranty and covenant described in section 13 (B)(vi) above, PlanetRx agrees to defend and hold harmless iVillage and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13(B)(vi) by PlanetRx, provided, however, that in any such case: (i) iVillage provides PlanetRx with prompt notice of any such claim; (ii) iVillage permits PlanetRx to assume sole control over the defense and settlement of such action; and (iii) upon PlanetRx's written request, and at PlanetRx's expense, iVillage will provide to PlanetRx reasonable information and assistance necessary for Planet to defend and settle such claim. iVillage may participate in such defense or settlement at its sole expense.

Representations Warranties Covenants and Indemnification. A. iVillage represents, 11.1 Each party represents and warrants to the other that the execution of this Agreement and covenants that: the full performance and enjoyment of the rights of Hema and ProMetic under this Agreement CONTRACT Manufacturing Agreement 11.2 Each party represents and warrants to the other that it (i) it [***] is authorized to do business a corporation duly organized, validly existing, and in good standing under the rules laws of the state in which it is incorporated; its jurisdiction of organization, and (ii) it is authorized duly qualified as an entity and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, or where the failure to enter into this Agreement and to perform be so qualified would have a material adverse effect on its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary financial condition or its ability to perform its obligations hereunder. 11.3 Each party represents and warrants to the other that the execution, delivery and performance of this Agreement by such party and all documents to be delivered by such party hereunder [***]: (i) are within the power of such party; (ii) have been duly authorized by all necessary or proper action; (iii) are not in contravention of any provision of the organizational and charter documents of such party; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunderdo not violate any law or regulation or any order or decree of any court or governmental instrumentality applicable to such party; and (v) do not violate or conflict with in any material respect the services terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or any other commercial agreement to which such party is a party or by which party or any of its property is bound. 11.4 [***] 11.5 [***], Hema represents and warrants that during the term hereof all Products manufactured by Hema pursuant to this Agreement shall be performed manufactured, packaged, tested, stored, shipped and handled in compliance with cGMPs, Applicable Laws and applicable regulatory approvals and shall meet the materials specifications provided by it in the Proposed Product Sheet pursuant to Section 7.1 herein. 11.6 Hema further covenants to ProMetic that, subject to the establishment of the Production Facility pursuant to the terms herein,: (a) do not infringe or violate any third party US patentat all times during the term of this Agreement, copyrightthe Production Facility shall remain in compliance with, trade secretand the Products shall be manufactured and delivered in compliance with, trademark, or other proprietary right of any third party, all Applicable Laws; (b) do Hema shall obtain and maintain all necessary licenses, permits or approvals required by Applicable Laws in connection with the manufacture, storage and shipment of the Products, including, without limitation, permits related to manufacturing facilities, not violate any applicable law, statute, ordinance or regulationotherwise the responsibility of ProMetic hereunder; (c) are not knowingly defamatory or libelousHema shall obtain cGMP compliance for the Production Facility and shall thereafter maintain such cGMP compliance during the term of this Agreement; (d) are not lewdduring the term of this Agreement, pornographic Hema will continue to disclose in timely fashion all warning letters or obscenesimilar notices relating to the Production Facility or import alerts for Products manufactured in the Production Facility; and (e) do throughout the term of this Agreement, Hema has, and shall maintain, sufficient facilities, resources, and a work force suitably qualified and trained to meet its obligations to supply the Products to ProMetic pursuant to this Agreement. Hema shall maintain all records necessary to comply with all cGMPs and Applicable Laws relating to the manufacture, packaging, testing, storage and shipment of Products. All such records shall be maintained for such period as may be required by Applicable Laws; provided, that all records relating to the manufacture, stability and quality control of each batch of Products shall be retained until the parties agree in writing to dispose of such records. Hema shall also CONTRACT Manufacturing Agreement maintain complete and accurate books and records in sufficient detail to permit ProMetic or its auditor to audit and confirm the accuracy of the calculations or payments due to Hema hereunder. 11.7 [***] 11.8 [***] 11.9 [***] 11.10 A party entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such party of any written notice of the commencement of any third-party action, suit, proceeding or investigation or threat thereof made in writing for which such party will claim indemnification pursuant to this Agreement and cooperate fully with the indemnifying party in conducting such defense; provided that the failure to give notice shall not knowingly violate relieve the indemnifying party of its obligations hereunder unless the indemnifying party is materially prejudiced thereby. Unless, in the reasonable judgment of the indemnified party, a conflict of interest may exist between the indemnified party and the indemnifying party with respect to a claim, the indemnifying party may assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. In such event, the indemnified party may also participate in the defense with counsel of its choosing at its expense. The indemnifying party will not be subject to any laws regarding unfair competitionliability for any settlement made without its consent, anti-discrimination which shall not be unreasonably withheld or false advertising; (fdelayed. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Article 12 - Confidentiality 12.1 The parties hereby acknowledge and agree that confidentiality provisions stipulated in Article 12 of the License Agreement shall apply mutatis mutandis to this Agreement. Article 13 - Transfer Price and Payment 13.1 [***] 13.2 [***] a) do not promote violence [***] b) [***] c) [***] Article 14 - Term and Termination CONTRACT Manufacturing Agreement 14.1 Unless otherwise provided herein, the term of this Agreement shall be for a period commencing on the Effective Date and, unless otherwise agreed by the parties in writing, expiring simultaneously with the termination or contain hate speech; or (g) do not knowingly contain virusesexpiration of the License Agreement. 14.2 This Agreement may, Trojan horsesby written notice, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines,be terminated: B. PlanetRx represents, warrants and covenants that: (i) it is authorized to do business under the rules by mutual consent of the state in which it is incorporated; Parties; (ii) by either party in the event of any material breach of this Agreement by the other party of any material terms and conditions of this Agreement and, if such material breach is subject to cure, such material breach has not been cured by the breaching party within [***] days after written notice thereof by the non-breaching party; it being understood that failure to pay any undisputed amount owed under this Agreement shall be deemed to be a material breach of this Agreement; (iii) [***] (iv) [***] 14.3 Subject to the terms hereof, if this Agreement is authorized terminated pursuant to enter into Section 14.2, this Agreement and all rights and obligations of the Parties under this Agreement automatically end without liability against any Party or its Affiliates, except that is this Agreement is terminated by a Party because of the breach of this Agreement by the other Party, the terminating Party’s right to perform its obligations; pursue all legal remedies will survive such termination unimpaired. For clarity, the termination of this Agreement shall be without prejudice to any rights or obligations which may have arisen between the parties prior to the date of termination, including the performance of any obligation owed or payment of any amount due or accrued on or prior to termination. 14.4 The rights and obligations of the Parties under the following provisions of this Agreement shall survive the expiry or any termination hereof: Sections 15.1 and 15.2 (iii) it has all required permitsfor a period of one year after termination or expiration of this Agreement), licenses11.8, 11.9, 11.10, 14.3, 14.4 and Article 1, Article 12, and other governmental authorizations Sections 18.1, 18.3, 18.7, 18.9, 18.10 and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal18.11, and international laws and regulations in performing its obligations hereunder; (v) any other provision of this Agreement which specifically states that it survives the operations expiry or termination of the pharmacy services on the ▇▇▇▇▇▇▇▇this Agreement.▇▇▇ site shall comply with all local, state, federal and international laws and regulations and (vi) the services to be performed and the materials provided by it (a) do not infringe or violate any third party U.S. patent, copyright, trade secret, trademark, or other proprietary right; (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pomographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; (g) do not knowingly contain viruses, Trojan horses, wonais, time bombs, cancelbots or other similar harmful or deleterious programming routines; C. As the sole and exclusive remedy for any breach of the representation, warranty and covenant described in section 13 (A)(v) above, iVillage agrees to defend and hold harmless PlanetRx and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13 (A)(v) above by iVillage, provided, however, that in any such case: (i) PlanetRx provides iVillage with prompt notice of any such claim; (ii) PlanetRx permits iVillage to assume sole control over the defense and settlement of such action; and (iii) upon iVillage's written request, and at iVillage's expense, PlanetRx will provide to iVillage reasonable information and assistance necessary for iVillage to defend and settle such claim. PlanetRx may participate in such defense or settlement at its sole expense. D. As the sole and exclusive remedy for any breach of the representation, warranty and covenant described in section 13 (B)(vi) above, PlanetRx agrees to defend and hold harmless iVillage and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13(B)(vi) by PlanetRx, provided, however, that in any such case: (i) iVillage provides PlanetRx with prompt notice of any such claim; (ii) iVillage permits PlanetRx to assume sole control over the defense and settlement of such action; and (iii) upon PlanetRx's written request, and at PlanetRx's expense, iVillage will provide to PlanetRx reasonable information and assistance necessary for Planet to defend and settle such claim. iVillage may participate in such defense or settlement at its sole expense.

Representations Warranties Covenants and Indemnification. A. iVillage represents11.1 FD hereby warrants, warrants represents and covenants that: to Alliance as follows: (ia) it FD is authorized to do business duly organized, validly existing and in good standing under the rules laws of the state in which it is incorporated; (ii) it is authorized State of California and has the full authority to enter into and perform this Agreement and to perform grant the Distribution Rights to Alliance and on an exclusive basis and to carry out the transactions contemplated hereby; (b) The execution, delivery and performance by FD and the consummation of the transactions contemplated by this Agreement do not and will not violate any provision of law applicable to FD, or any order, judgment or decree of any court or other governmental agency binding on FD or any agreement to which FD is bound and which is material to FD and its obligations; operations; (iiic) it FD has all required permits, licensesnot and will not take any action during the Distribution Term for any Picture which will impair Alliance’s exploitation of the Distribution Rights; (d) There is no pending, and other governmental authorizations FD is not aware of any threatened, litigation, which if adversely decided would impair Alliance’s exploitation of the Distribution Rights; (e) Each Picture is not and approvals necessary will not be in the public domain in the Territory at any time during the Distribution Term for such Acquired Picture and is or at the time of delivery to perform Alliance will be validly copyrighted under the laws of the U.S. Each Picture when delivered shall bear a copyright notice in the form and position as required by the U.S. Copyright Law; (f) During its obligations hereunder; (iv) it shall comply with all localapplicable Distribution Term, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate no Picture nor any element thereof will defame any third party US patentparty, or will violate or infringe any copyright, trade secret, trademark, patent, moral right of author, or any other proprietary property right of any third party, (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pornographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or ; (g) do not knowingly contain virusesThe performing rights to all musical compositions contained in the Pictures are (A) controlled by the American Society of Composers, Trojan horsesAuthors and Publishers (ASCAP), wormsBroadcast Music Inc. (BMI), time bombsor their affiliates or (B) in the public domain or (C) controlled by FD to the extent required for the purpose of this Agreement; (h) For each Picture, cancelbots FD shall obtain and keep in force, or other similar harmful or deleterious programming routines,shall cause to be maintained and kept in force an E&O Policy in accordance with Alliance’s protocol; B. PlanetRx represents, warrants and covenants that: (i) it is authorized to do business under the rules Financing of the state Picture is the complete responsibility of FD and Alliance shall have no involvement or liability with respect thereto; (j) FD shall not alienate or otherwise dispose of its rights in which it is incorporated; any motion picture for the purpose of circumventing the obligations of FD to Alliance under this Agreement. (iik) it is authorized currently a fiscally transparent LLC and that 71.89% of its partners/members are residents of the US for purposes of Article XXIX A of the Canada — United States 1980 Income and Capital Tax Convention, as amended (“the Treaty”) and, as such, qualifies for Treaty benefits in respect of its 71.89% partners/members (for this purpose where a partner/member of the entity is another flow-through entity, a reference to partner/member of the first flow-through entity shall be instead a reference to the ultimate partner/member that is not a flow-through entity). FD hereby agrees to fully indemnify Alliance for any withholding tax obligations and any related interest and penalty obligations should FD not ultimately qualify for benefits under the Treaty. TFD agrees to immediately advise Distributor of any changes in its eligibility for benefits under the Treaty. 11.2 Alliance hereby warrants, represents and covenants to FD as follows: (a) Alliance is duly organized, validly existing and in good standing under the laws of its jurisdiction and Alliance has the full authority to enter into and perform this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; (v) carry out the operations of the pharmacy services on the ▇▇▇▇▇▇▇▇.▇▇▇ site shall comply with all local, state, federal and international laws and regulations and (vi) the services to be performed and the materials provided by it (a) do not infringe or violate any third party U.S. patent, copyright, trade secret, trademark, or other proprietary right; transactions contemplated hereby; (b) The execution, delivery and performance by Alliance and the consummation of the transactions contemplated by this Agreement do not and will not violate any provision of law applicable lawto Alliance, statuteor any order, ordinance judgment or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pomographic or obscene; (e) do not knowingly violate decree of any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; (g) do not knowingly contain viruses, Trojan horses, wonais, time bombs, cancelbots court or other similar harmful governmental agency binding on Alliance or deleterious programming routines;any agreement to which Alliance is bound and which is material to Alliance and its operations. C. As 11.3 The representations and warranties at Clauses 11.1 and 11.2 are given as at the sole date hereof and exclusive remedy for any breach shall be deemed repeated on each day until the last day of the representationlast Distribution Term for a Picture. 11.4 Each party (the “Indemnifying Party”) hereby and shall at all times indemnify, warranty and covenant described in section 13 (A)(v) above, iVillage agrees to defend and hold harmless PlanetRx the other (the “Indemnified Party”), its parent company and its parentaffiliates, subsidiaries, affiliateslicensees, successors and assigns assigns, and their respective officers, directors and employees from and against any awarded damages and/or settlements and all third-party charges, claims, damages, costs, penalties, demands, liabilities, causes of action, judgments, decrees, losses, expenses (including, without limitation, reasonable attorneys’ fees and awarded legal feesexpenses and court costs) of any kind or nature whatsoever by reason of, incurred in connection with a third party claim against PlanetRx based upon, relating to, or arising out of a breach of section 13 (A)(v) above by iVillage, provided, however, that in any such case: (i) PlanetRx provides iVillage with prompt notice or failure of any such claim; (ii) PlanetRx permits iVillage to assume sole control over the defense and settlement of such action; and (iii) upon iVillage's written request, and at iVillage's expense, PlanetRx will provide to iVillage reasonable information and assistance necessary for iVillage to defend and settle such claim. PlanetRx may participate in such defense or settlement at its sole expense. D. As the sole and exclusive remedy for any breach of the representationIndemnifying Party’s covenants, warranty and covenant described in section 13 (B)(vi) aboveagreements, PlanetRx agrees representations or warranties hereunder unless such demand, claim, suit or proceeding is attributable to defend and hold harmless iVillage and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach by the Indemnified Party of section 13(B)(vi) by PlanetRxits warranties, provided, however, that in any such case: (i) iVillage provides PlanetRx with prompt notice of any such claim; (ii) iVillage permits PlanetRx to assume sole control over the defense and settlement of such action; and (iii) upon PlanetRx's written request, and at PlanetRx's expense, iVillage will provide to PlanetRx reasonable information and assistance necessary for Planet to defend and settle such claim. iVillage may participate in such defense representations or settlement at its sole expenseobligations herein.

Representations Warranties Covenants and Indemnification. A. iVillage represents, 14.1 Each Party hereby represents and warrants and covenants to the other Party as of the Execution Date that: : (ia) it is authorized to do business a corporation duly organised, validly existing and in good standing under the rules laws of the state jurisdiction in which it is incorporated; ; (iib) it is authorized has the corporate power and authority and the legal right to enter into this Agreement free from any conflicting right owed to a Third Party and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; and (v) the services to be performed and the materials provided by it (a) do not infringe or violate any third party US patent, copyright, trade secret, trademark, or other proprietary right of any third party, (b) do not violate any applicable law, statute, ordinance or regulation; ; (c) are not knowingly defamatory or libelous; it has taken all necessary corporate action on its part to authorise the execution and delivery of this Agreement and the performance of its obligations hereunder and that this Agreement has been duly executed and delivered on behalf of each Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; (d) are not lewdall necessary consents, pornographic or obsceneapprovals and authorisations of all applicable Competent Authorities and other persons required to be obtained by such Party in order to execute this Agreement on behalf of such Party have been obtained; and (e) the execution and delivery of this Agreement and the performance of such Party’s obligations do not knowingly violate and will not conflict with or constitute a default or breach or require any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; or (g) do not knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines, B. PlanetRx represents, warrants and covenants thatconsent under: (i) it is authorized to do business under the rules any other contractual obligation of the state in which it is incorporatedsuch Party; (ii) the provisions of its charter documents; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. 14.2 iCo hereby represents and warrants to IMPH as of the Execution Date: (a) iCo has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the iCo Product IP in a manner that conflicts with the license rights granted to IMPH in Section 2.1. iCo undertakes not to take any of the foregoing actions during the term hereof, commencing as of the Execution Date; (b) to iCo’s knowledge, and except as otherwise disclosed by iCo to IMPH in writing, it is authorized the exclusive owner or exclusive licensee of the iCo Product IP, free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership or rights to practice under the iCo Product IP in the Licensed Field in a manner that would conflict with the license rights granted to IMPH in Section 2.1, and no Affiliate of iCo owns or has license rights to any Patents that claim iCo-008; (c) to iCo’s knowledge, and except as otherwise disclosed by iCo to IMPH in writing, there are no written claims, judgments or settlements against or owed by iCo and no written, pending or threatened claims or litigation relating to the iCo Product IP or iCo-008; and Portions of this Exhibit, indicated by the m▇▇▇ “[***]”, were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. Portions marked by * were summarized] (d) there are no license or similar agreements between iCo and a Third Party, under which iCo would owe royalties or other payments based on the grant of the license rights to IMPH or the exercise by IMPH (or its Sub-sublicensees) of the rights licensed to IMPH under the Agreement, other than the CAT Agreement. (e) To iCo’s knowledge, iCo is not in material violation or default of any provisions of the CAT Agreement. To iCo’s knowledge, the execution and delivery by iCo of this Agreement and the performance of its terms will not result in any material violation of, or be in conflict with or constitute, with or without the passage of time and/or giving of notice, a material default under, the CAT Agreement. iCo undertakes to use its reasonable best efforts to maintain the CAT Agreement in full force and effect during the term hereof and to inform IMPH of any basis or threat for a default, conflict or violation immediately following such time that iCo is aware of the relevant circumstances. In the event that the CAT Agreement is terminated by CAT in consequence of a default by iCo not related to or due to IMPH, then IMPH shall be entitled to approach CAT and request to enter into a license agreement with CAT and iCo shall use its reasonable best efforts, to the extent feasible, to provide that the CAT Agreement is terminated solely in connection with the Ocular Field. (f) The table in Schedule 3 lists all iCo Product Patents controlled by or licensed to iCo existing as of the Execution Date. To its knowledge, iCo has taken all necessary steps in connection with the due filing, prosecution and maintenance of the iCo Patents. Further, iCo will not knowingly take any action that would cause the representations in subsections (a) through (e) to be materially incorrect as of the Effective Date. 14.3 Except as expressly stated in this Section 14, no representations or warranties whatsoever are made or given by or on behalf of either of the Parties, and all such other representations and warranties, whether express or implied or arising by operation of law or otherwise, are hereby expressly excluded, including any representations, conditions or warranties to the effect that: (a) any of the iCo IP is valid or enforceable; or (b) any of the acts that may be undertaken by IMPH pursuant to this Agreement and to perform its obligations; (iii) it has all required permits, licenses, and other governmental authorizations and approvals necessary to perform its obligations hereunder; (iv) it shall comply with all local, state, federal, and international laws and regulations in performing its obligations hereunder; (v) will not infringe the operations rights of Third Parties. 14.4 IMPH acknowledges that most of the pharmacy services iCo IP is licensed (or sublicensed, as applicable) to iCo by CAT pursuant to the terms of the CAT Agreement. 14.5 In addition to any other remedy available to iCo, IMPH hereby agrees to indemnify, defend and hold iCo and its agents, directors, employees and Affiliates harmless from and against any and all liabilities, damages, expenses, judgments and/or losses, including reasonable legal expense and attorney’s fees, to the extent resulting from any Third Party suits, claims, actions, or demands resulting from a breach by IMPH of this Agreement or the actions or omissions of IMPH, its Affiliates or agents or Sub-sublicensees in connection with the development, commercialization, manufacture, use, handling, storage, sale or other disposition of Licensed Products by IMPH or its Affiliate or Sub-sublicensee. IMPH further agrees to indemnify, defend and hold iCo and its agents, directors, employees and Affiliates harmless from and against any and all liabilities, damages, expenses, judgments and/or losses, including reasonable legal expense and attorney’s fees, resulting from any claims, actions, proceedings, or demands by CAT (or its successor or any of its affiliates) against iCo (including claims for breach of the CAT Agreement) based on or resulting from the ▇▇▇▇▇▇▇▇breach of any obligations under this Agreement or any of the obligations under the CAT Agreement by IMPH or its Affiliate or Sub-sublicensee. 14.6 In addition to any other remedy available to IMPH, iCo hereby agrees to indemnify, defend and hold IMPH and its agents, directors, employees and Affiliates harmless from and against any and all liabilities, damages, expenses and/or loss, including reasonable legal expense and attorney’s fees, to the extent resulting from any Third Party suits, claims, actions, or demands based upon a breach by iCo of this Agreement. Portions of this Exhibit, indicated by the m▇▇▇ site shall comply “[***]”, were omitted and have been filed separately with all local, state, federal the Securities and international laws and regulations and (vi) Exchange Commission pursuant to the services Registrant’s application requesting confidential treatment pursuant to be performed and the materials provided by it (a) do not infringe or violate any third party U.S. patent, copyright, trade secret, trademark, or other proprietary right; (b) do not violate any applicable law, statute, ordinance or regulation; (c) are not knowingly defamatory or libelous; (d) are not lewd, pomographic or obscene; (e) do not knowingly violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) do not promote violence or contain hate speech; (g) do not knowingly contain viruses, Trojan horses, wonais, time bombs, cancelbots or other similar harmful or deleterious programming routines; C. As the sole and exclusive remedy for any breach Rule 24b-2 of the representationExchange Act of 1934, warranty and covenant described in section 13 (A)(v) above, iVillage agrees to defend and hold harmless PlanetRx and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13 (A)(v) above as amended. Portions marked by iVillage, provided, however, that in any such case: (i) PlanetRx provides iVillage with prompt notice of any such claim; (ii) PlanetRx permits iVillage to assume sole control over the defense and settlement of such action; and (iii) upon iVillage's written request, and at iVillage's expense, PlanetRx will provide to iVillage reasonable information and assistance necessary for iVillage to defend and settle such claim. PlanetRx may participate in such defense or settlement at its sole expense. D. As the sole and exclusive remedy for any breach of the representation, warranty and covenant described in section 13 (B)(vi) above, PlanetRx agrees to defend and hold harmless iVillage and its parent, subsidiaries, affiliates, successors and assigns against any awarded damages and/or settlements costs, losses, and awarded legal fees, incurred in connection with a third party claim against PlanetRx arising out of a breach of section 13(B)(vi) by PlanetRx, provided, however, that in any such case: (i) iVillage provides PlanetRx with prompt notice of any such claim; (ii) iVillage permits PlanetRx to assume sole control over the defense and settlement of such action; and (iii) upon PlanetRx's written request, and at PlanetRx's expense, iVillage will provide to PlanetRx reasonable information and assistance necessary for Planet to defend and settle such claim. iVillage may participate in such defense or settlement at its sole expense.* were summarized]