Palatin Sample Clauses
Palatin. Palatin represents, warrants and undertakes to Catalent that:
A. all Palatin-supplied Materials shall have been produced in accordance with Applicable Laws, shall comply with all applicable specifications, including the Specifications, shall not be adulterated, misbranded or mislabeled within the meaning of Applicable Laws, and shall have been provided in accordance with the terms and conditions of this Agreement;
B. the content of all artwork provided to Catalent shall comply with all Applicable Laws;
C. all Product delivered to Palatin by Catalent will be held, used and disposed of by or on behalf of Palatin in accordance with all Applicable Laws, and Palatin will otherwise comply with all laws, rules, regulations and guidelines applicable to Palatin’s performance under this Agreement;
D. Palatin will not release any Batch of Product if the required certificates of conformance indicate that Product does not comply with the Specifications and if Palatin does not hold all necessary Regulatory Approvals to market and sell the Product;
E. Palatin has all necessary authority to use and to permit Catalent to use pursuant to this Agreement all intellectual property related to Product or Palatin-supplied Materials (including artwork), and the Processing of the foregoing, including any copyrights, trademarks, trade secrets, patents, inventions and developments; to Palatin’s knowledge, there are no patents owned by others related to the Palatin IP utilized with the Product that would be infringed or misused by Palatin’s performance of the Agreement; and, to Palatin’s knowledge, no trade secrets or other proprietary rights of others related to the Palatin IP utilized with the Product would be infringed or misused by Palatin’s performance of this Agreement; and
F. to Palatin’s knowledge, the work to be performed by Catalent under this Agreement will not violate or infringe upon any trademark, tradename, copyright, patent, trade secret, or other intellectual property or other right held by any person or entity.
Palatin. Palatin shall indemnify, defend and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its directors, officers, employees and agents (each a “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or breach of any term of this Agreement by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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 shall obtain all permits and governmental licenses required in connection with its activities under this Agreement.
Palatin. CEB secured a judgment against S. Palatin from the High Court of Justice in the Collection Action on May 23, 2003 in the amount of U.S. $1,286,618, together with interest of U.S. $164,851, for a total judgment of $1,451,459. On August 13, 2003, CEB obtained from the High Court of Justice a charging order absolute, in the amount of U.S. $1,451,469 (the "Collection Action Charging Order), against S. Palatin's interest in ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (Title No. BM178381) (the "Amersham Estate").
Palatin hereby represents and warrants to DSM Biologics that on the date of this Agreement:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has full corporate power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this Agreement.
(b) It has taken all necessary corporate action under the applicable laws and its articles of incorporation and bylaws to authorize the execution by its undersigned officers and the consummation and delivery of this Agreement. This Agreement shall constitute a valid and legally binding agreement, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(c) To its knowledge, the conduct by it of the activities contemplated by the Project in accordance with this Agreement will not infringe upon the rights of any third party, nor conflict with any law or regulation applicable to Palatin.
(a) DSM Biologics covenants that the Product:
i) will not be adulterated or misbranded under the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 321 et seq., as amended from time to time (“FFDCA”), or under any other applicable laws, rules, regulations or requirements and
ii) will not be manufactured in violation of any agreement (commercial or otherwise), judgment, order or decree to which any of DSM Biologics, its consultants or other subcontractors are parties.
(b) DSM Biologics covenants that during the term of this Agreement it shall not violate, or cause Palatin to violate, the US Foreign Corrupt Practices Act, as amended.