Palatin Sample Clauses

Palatin. Palatin represents, warrants and undertakes to Catalent that:
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Palatin. Palatin shall indemnify, defend and hold harmless Xxxxxx Xxxxxxx and its directors, officers, employees and agents (each a “Xxxxxx Xxxxxxx Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) resulting from a claim, suit or proceeding made or brought by a Third Party against a Xxxxxx Xxxxxxx Indemnitee arising from or occurring as a result of (a) the manufacture of any Investigational Product by or on behalf of Palatin, (b) any breach of the representations and warranties set forth in Sections 11.1 and 11.2, and (c) any gross negligence or willful misconduct on the part of Palatin, except to the extent any of the foregoing were caused by the gross negligence or willful misconduct of Xxxxxx Xxxxxxx or breach of any term of this Agreement by Xxxxxx Xxxxxxx.
Palatin. Significant Supplier to terminate its business relationship with Palatin or its subsidiaries or to limit or alter its business relationship with Palatin or its subsidiaries in any material respect; (c) Palatin Joint Venture Partner to terminate its business relationship with Palatin or its subsidiaries or to limit or alter its business relationship with Palatin or its subsidiaries in any material respect; or (d) Palatin Significant Employee intending to terminate his employment with Palatin or its subsidiaries. As used in this Article, (w) "Palatin Significant Customer" means the 10 largest customers of Palatin and its subsidiaries, taken as a whole, including distributors of Palatin's products, measured in terms of sales volume in dollars for the years ended June 30, 1998 and 1999 and for the three month period ending September 30, 1999, (x) "Palatin Significant Supplier" means any supplier of Palatin and its subsidiaries from whom Palatin or its subsidiaries has purchased $50,000 or more of goods during the years ended June 30, 1998 and 1999 or $50,000 or more goods during the three (3) month period ending September 30, 1999, for use in Palatin's or its subsidiaries' respective businesses; (y) "Palatin Joint Venture Partner" means any person that has
Palatin acting through patent attorneys or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance of all patents and patent applications claiming the Palatin Patent Rights. At Palatin's request, King shall reasonably cooperate with and assist Palatin in connection with such activities.
Palatin hereby represents and warrants to DSM Biologics that on the date of this Agreement:
Palatin shall obtain all permits and governmental licenses required in connection with its activities under this Agreement.

Related to Palatin

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  • Licensee Licensee represents and warrants that:

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