SANDOZ Sample Clauses
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SANDOZ. Sandoz represents and warrants to KLOX as follows and acknowledges that KLOX is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:
(a) Sandoz is a corporation organized and existing under the laws of Canada and has the corporate power to enter into this Agreement and to perform its obligations hereunder. No action has been taken by the directors, shareholders or any other Person to dissolve Sandoz.
(b) This Agreement has been duly authorized, executed and delivered by Sandoz and is a legal and binding obligation of Sandoz, enforceable against Sandoz by KLOX in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
(c) Sandoz has taken all necessary corporate action and proceedings to enable it to enter into this Agreement and to perform its obligations hereunder.
(d) The execution and delivery of this Agreement by and the consummation of the transactions herein provided for will not result in a breach of, or conflict with:
(i) any of the terms or conditions of Sandoz’s articles, by-laws or resolutions of the board of directors (or any committee thereof);
(ii) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over Sandoz; or
(iii) any applicable Law.
(e) Sandoz is not obliged to make any filing with, give any notice to or obtain any Authorization of any Authority as a condition of the lawful consummation of the transactions contemplated by this Agreement other than as expressly provided for herein in connection with the Products.
SANDOZ shall have the right to terminate the Non-exclusive License to use the SANDOZ Trademarks granted under
SANDOZ however, may terminate at its sole discretion by written previous notice of one year, its obligation to provide such materials to LICENSEE, provided it makes available the know-how to manufacture such [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] to LICENSEE within one (1) month after the date of such notification. The Non-exclusive Licenses granted to LICENSEE hereunder shall not be affected thereby.
SANDOZ shall indemnify and hold harmless LICENSEE and its respective directors, officers, employees and consultants from all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and which arise or result from defects or alleged defects in [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] supplied by SANDOZ or its Affiliates, which materials have been handled, used and stored by LICENSEE (or those under LICENSEE's direction or control) in accordance with SANDOZ's instructions.
SANDOZ and BUYER shall utilize a change control procedure in accordance with their respective standard operating procedure(s) (“SOP”) to ensure appropriate review of all manufacturing changes.
SANDOZ. During the Term, Sandoz shall, relating to Product, have the right, [***], during normal business hours and upon reasonable prior notice, to have employees or representatives (including a public accounting firm selected by Sandoz and reasonably acceptable to RareGen) and upon execution of a confidentiality agreement reasonably satisfactory to RareGen in form and substance, conduct compliance inspections and audits, including reviewing books and records of RareGen related to the activities conducted pursuant to this Agreement and interviewing Sales Representatives and other employees of RareGen, as reasonably necessary to (i) ensure that the RareGen Activities comply with this Agreement and (ii) solely in the event RareGen terminates this Agreement in accordance with Section 12.3.4, confirm the accuracy of the records and books of account maintained by RareGen with respect to its operating expenses relating to the Product. RareGen shall reasonably cooperate in any such inspection or audit conducted by any such employees or representatives of Sandoz.