By Celera Clause Samples
By Celera. For each Unilateral Product that is researched, developed and/or Commercialized by Celera in accordance with this Agreement, Celera will indemnify, defend, and hold harmless SGI, its Affiliates and their respective directors, officers, employees and agents (“SGI Indemnitees”) from and against all Liabilities incurred as a result of any Claims relating to such Unilateral Product, but only to the extent such Claims result from [***]. The obligation to indemnify pursuant to Section 13.2(b)(i) will [***] of this Agreement. The indemnity obligations pursuant to Section 13.2(b)(ii) through (iv) will [***]. [***] Confidential treatment has been requested with respect to the omitted portions.
By Celera. Celera hereby represents and warrants that:
(a) Celera has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein; and
(b) This Agreement is enforceable against Celera and its Affiliates and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement.
By Celera. Celera hereby represents and warrants that:
(a) Celera has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein;
(b) This Agreement is enforceable against Celera and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement;
(c) To the best of Celera’s knowledge, as of the Effective Date, no adverse actions are threatened or pending before any court or governmental agency or other tribunal relating to any of the Celera Products;
(d) No Celera Product delivered to a carrier pursuant to this Agreement will, at the time of such delivery, be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (“Act”) or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as such Act and such laws are constituted and effective at the time of such delivery nor will such Celera Product be an article which may not, under the provisions of such Act, be introduced into interstate commerce;
(e) Each lot of Celera Product delivered to AMI will at the time of delivery to the carrier have the applicable shelf life set forth in Section 4.4 and will continue, until the applicable expiration date, to conform to the Specifications and will be free from defects in materials and workmanship;
(f) Celera has obtained or will seek to obtain and will maintain appropriate Regulatory Approvals to market the Celera Products in the Territory;
(g) To its knowledge, Celera owns or has valid licenses or rights to all intellectual property required to manufacture, and sell the Celera Products to AMI and for Ami to sell, offer for sale, use, import and distribute Celera Products;
(h) The manufacturing facilities and processes utilized for the manufacture of the Celera Products will, at the time of manufacture, comply with applicable FDA regulations including, without limitation, applicable Quality Systems and GMP Requirements and any equivalent foreign requirements and regulations;
(i) Celera and, as of the date of delivery to AMI’s designated carrier, the Celera Products are and will be in material compliance with all applicable worldwide environmental, health, safety and transportation regulations (including, but not limited to, regulations of the U.S. Environmental Prote...