LTS Clause Samples

LTS. LTS shall obtain and maintain during the term of this Agreement and thereafter liability insurance covering its activities under this Agreement at a level no lower than that set forth in Exhibit F, to the extent such coverage is available at terms and conditions not substantially more unfavorable than LTS’ present insurance coverage. LTS shall certify to NeurogesX each year of the extent of its insurance coverage, and shall promptly notify NeurogesX in the event its liability insurance covering its activities under this Agreement falls below the level set forth in Exhibit F.

LTS. Exhibit E hereto contains a true and correct description of the insurance policies maintained by LTS as of the Effective Date and the exclusions applicable thereto. LTS shall, during the term of this Agreement and for such period thereafter as necessary to cover the insured risks, (a) use its Commercially Reasonable Efforts to maintain such insurance policies for coverage of LTS’ liabilities under this Agreement or obtain and maintain replacement insurance policies in amounts not less than the insurance policies maintained by LTS as of the Effective Date and subject to exclusions not broader than those to which the insurance policies maintained by LTS as of the Effective Date are subject and (b) take all necessary actions to secure coverage under such policies for its liabilities under this Agreement. LTS shall notify NuPathe promptly, in writing, of any material change to its insurance policies or coverage, other than an increase in limits of liability. At NuPathe’s request during the term of this Agreement or any renewal term, LTS shall provide NuPathe with Certificates of LTS’ then current insurance policies identified in this Section 10.2.

LTS. LTS represents and warrants that: (a) Subject to the limited liability provisions set forth in this Agreement, the Drug Product delivered to the common carrier in accordance with Section 2.10 shall (i) be in conformity with the Specifications and (ii) be Manufactured in accordance with the Specifications, all Regulatory Requirements and the Quality Agreement. (b) Neither LTS nor any person employed by it to Manufacture the Drug Product (a) has been debarred or is the subject of a debarment pursuant to the Generic Drug Enforcement Act of 1992, amending the Federal Food, Drug and Cosmetic Act at 21 U.S.C. 335a, in connection with the Services, or (b) has a disqualification hearing pending or has been disqualified by the FDA pursuant to 21 C.F.R. § 312.70; (c) The Drug Product delivered to NuPathe will be free and clear of all liens and Encumbrances; and (d) After investigation, to LTS’ knowledge, other than NuPathe’s Intellectual Property, LTS owns or controls all the Intellectual Property, including, without limitation, LTS Intellectual Property, necessary to Manufacture the Drug Product in accordance with the terms of this Agreement, has the full right, power and authority to grant the licenses granted to NuPathe hereunder and, after investigation to LTS’ knowledge, the use of LTS Intellectual Property does not infringe the rights of any third party. (e) LTS will have (upon successful completion of the required activities according to the Equipment Funding Agreement concluded between LTS AG and NuPathe dated June 1, 2010) the capacity to Manufacture [**] million Units of Drug Product under this Agreement over any consecutive twelve (12) month period.

LTS. Table 1 presents the performance of each group key agreement operation presented in millions of clock cycles. We state that the significant performance difference between the two generation of target processors is not only related to the improvements in micro-architecture design, but it is also because of extended arithmetic support, i.e. MULX and ADDX operations on Skylake processors. Based on the optimized results in [5, 8], we expect to achieve significant performance improvement by implementing target-specific finite field arithmetic in AMD assembly language. We leave the design of hardened and more optimized implementations for future work.

LTS. LTS shall not have the right to suspend performance (including without limitation refusing or withholding delivery of Drug Product) under this Agreement (i) unless and until LTS has obtained a final determination under Section 12.1 that NuPathe has materially failed to perform its obligations under this Agreement relating thereto, (ii) unless NuPathe has failed to pay an undisputed invoice for the Supply Price of Drug Product for longer than [**] days and does not pay such invoice within ten (10) business days following written notice from LTS, (iii) unless NuPathe has failed to timely pay undisputed invoices exceeding, in the aggregate, $[**] ($[**] in connection with delivery of Drug Product from Andernach) and does not pay such invoices within ten (10) business days following written notice from LTS; (iv) unless, following good faith discussions with NuPathe, LTS, in its reasonable discretion, believes that continued performance would be in contravention of any Regulatory Requirement or other law; and (v) unless there is an infringement claim relating to the Drug Product, provided that, if LTS suspends performance pursuant to the immediately preceding subsection (iv) or (v), such suspension shall be deemed to be a Failure Event for which there shall be no Cure Period.