Inspire Sample Clauses
Inspire. Inspire shall indemnify, defend and hold harmless InSite and its Affiliates and their respective directors, officers, employees and agents (the “InSite Indemnitees”) from and against any and all losses, costs, damages, liabilities fees or expenses (including reasonable attorney’s fees and expenses) (“Losses”) incurred in connection with or arising out of any Third Party claim, suit, action or proceeding (a “Third Party Claim”) against any InSite Indemnitees to the extent resulting from (i) the breach by Inspire of any of its representations, warranties, covenants or obligations under this Agreement or the Trademark License Agreement, (ii) any gross negligence or willful misconduct of Inspire in the exercise of any rights granted by InSite or the performance of any of Inspire’s obligations under this Agreement or the Trademark License Agreement, or (iii) the development, manufacture, sale or use of any Subject Product by Inspire or its Affiliates and sublicensees.
Inspire. Inspire represents and warrants to Catalent that:
A. The API and other Inspire Materials delivered to Catalent under this Agreement will comply with all applicable specifications, will have been produced in compliance with the Applicable Laws;
B. To Inspire’s knowledge, Inspire has all necessary authority (including rights under any applicable Intellectual Property related to the Product (but excluding the blow-fill-seal Process, Raw Materials and Dosage Container)) to provide the Inspire Materials to Catalent under this Agreement and to authorize Catalent to Process the Inspire Materials in accordance with this Agreement;
C. All artwork and the content thereof provided to Catalent shall comply with all Applicable Laws;
D. It has provided all safe handling instructions, health and environmental information and material safety data sheets applicable to the Product or to any API, if any, except as disclosed to Catalent in writing by Inspire in sufficient time for review and training by Catalent prior to delivery;
E. All Product delivered to Inspire by Catalent will be held, used and/or disposed of by Inspire in accordance with all Applicable Laws; and
F. Inspire will comply with all Applicable Laws applicable to Inspire’s performance under this Agreement and its use of any materials or Products provided by Catalent under this Agreement.
G. Inspire will not release the Product if Catalent has indicated to Inspire in writing that the Product does not comply with the Specifications or Applicable Laws.