Amarin Clause Samples
Amarin. Amarin represents and warrants that it has the full right and authority, and has taken all necessary corporate action, to enter into and perform its obligations under this Agreement and, if the Option is exercised, enter into the Assignment Agreement as set forth in this Agreement. Amarin warrants that its entering into and performing this Agreement will not conflict with or create a default under any agreement or obligation binding on Amarin. Following the exercise of the Option, Amarin shall not sell, assign, transfer, convey, license or otherwise substantially dispose of the Rights in and to the Product to a third party (except as provided in Section 10.3 below) without the prior written consent of Elan, not to be unreasonably withheld.
Amarin. Amarin may engage a contract sales organization to perform Promotion and Detailing in the Territory[***].
Amarin. 8.4.1 is able to pay its debts as they fall due;
8.4.2 has not commenced negotiations with any one or more of its creditors (other than Elan and/or its Affiliates) with a view to the general readjustment or rescheduling of its indebtedness or made a general assignment for the benefit of or composition with its creditors;
8.4.3 has not taken any corporate action or other steps are taken or legal proceedings are started for its winding up (which were not dismissed or struck out within seven days of presentation), or for its dissolution, administration or re-organisation (other than in connection with a bona fide solvent restructuring) or for the appointment of a liquidator, receiver, administrator, administrative receiver, trustee or similar officer of it or of all or a substantial part of its revenues and assets; and
8.4.4 has not had any execution or distress levied against, or an encumbrancer taken possession of, the whole or any substantial part of, the property, undertakings or assets of Amarin or any event occurs which under the laws of any jurisdiction has a similar or analogous effect – nor will it become unable to pay its debts as they fall due or any such event occur by reason of the exercise of the Zelapar Option;
Amarin. Amarin represents and warrants to Elan as of the Termination Date as follows:
Amarin. Except as provided in Clause 7.1, Amarin shall own and shall be responsible for filing for and maintaining the Amarin Compound Data and all necessary Regulatory Approvals, including any necessary export or import licenses in relation to the Compound (where applicable), Product Intermediate and/or the Product. For the avoidance of doubt, all of the data, filings and other information provided by Elan to Amarin or any such Affiliate to support Amarin regulatory filings shall be treated as Confidential Information belonging to Elan and its Affiliates in accordance with the provisions of Clause 15.
Amarin and Supplier shall maintain in full force and effect during the term of this Agreement and for a period of [***] after expiration or termination of this Agreement, worker’s compensation, property, general liability, and product liability insurance coverage in such amounts and with such scope of coverages as are adequate to cover each Party’s obligations under this Agreement and as are customary in the industry for companies of like size and activities and taking into account the nature of the Drug Substance or Product.
Amarin and Supplier hereby represent and warrant to each other, as of the date of this Agreement, as follows:
7.7.1 Each Party has the right to enter into this Agreement.
7.7.2 There are no agreements between either Amarin or Supplier and any third Person that conflict with this Agreement in the Territory.