By OraSure. OraSure hereby represents and warrants to Inverness as of the Effective Date as follows:
By OraSure. OraSure, for itself and on behalf of each OraSure Affiliate, together with all of their respective directors, managers, officers, representatives, agents, employees, attorneys, insurers, predecessors, investors, successors and assigns (collectively, the “OraSure Releasors”), acknowledges, separately and collectively, complete satisfaction, and hereby releases, absolves and forever discharges Inverness and its Affiliates, together with all of their respective past and present directors, managers, officers, partners, shareholders, representatives, agents, employees, attorneys, vendors, suppliers, customers, insurers, predecessors, investors, successors and assigns (other than C&D and its Affiliates, collectively, the “Inverness Releasees”), separately and collectively, of and from any and all manner of Claims, including without limitation counterclaims, arising out of or related to Inverness’s claims of infringement of the Lateral Flow Patent Rights (as defined in the License Agreement), whether at law or in equity, whether or not the facts giving rise to such Claims are now known or unknown, discoverable or undiscoverable, which the OraSure Releasors ever had or now have through the Effective Date (but not thereafter), in each case except with respect to the rights and obligations of the parties under this Agreement or any of the Ancillary Agreements.
By OraSure. OraSure shall indemnify and hold harmless the Inverness Releasees from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) to the extent resulting from (a) any claims, demands, actions or other proceedings brought by an OraSure Releasor on any Claim released in Section 4.1.2 or (b) any assignment or transfer (or purported assignment or transfer) in breach of its representations and warranties under Section 2.3.
By OraSure. OraSure represents and warrants to Xxxxxx that: (a) OraSure has full corporate power and authority to enter into and carry out its obligations under this Agreement; (b) this Agreement has been duly executed and delivered by OraSure and constitutes the legal, valid and binding obligation of OraSure enforceable against it in accordance with its terms; (c) the execution, delivery and performance of this Agreement will not conflict with, are not inconsistent with and will not result in any breach of any terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under any agreement, contract, document or instrument to which OraSure is a party or by which it is otherwise bound; (d) no authorization, consent, approval or similar action of or by any third party is required for or in connection with OraSure’s authorization, execution, delivery or performance of this Agreement; and (e) there are no suits, claims or proceedings pending or (to OraSure’s knowledge) threatened against OraSure or any of its Affiliates in any court or by or before any governmental body or agency with respect to intellectual property incorporated in or used in the development and/or Manufacture of the Products.
By OraSure. OraSure shall indemnify, defend and hold harmless Xxxxxx, its Affiliates, and the respective directors, officers, employees, agents and representatives of each of the foregoing from and against any and all Claims and Losses: (a) related to bodily injury, death and property damage caused by the OraQuick® ADVANCE™ Device; (b) arising out of the negligence or willful misconduct of OraSure or its Affiliates, employees, agents or any other person for whose actions OraSure is legally liable; (c) arising out of a material breach by OraSure of any of its obligations under this Agreement including any representations or warranties set forth in Sections 11.1, 12.2 or 14.16; (d) arising out of any claim that any of the OraSure Trademarks constitutes an infringement or dilution of a third party’s trademark rights in the Territory; or (e) arising out of a claim that any of the Manufacture, marketing, import, sale or use of the Products infringes upon any patent rights (except patents under which Xxxxxx has a non-royalty right to practice); provided, however, that OraSure shall have no liability to Xxxxxx for any Claims or Losses to the extent that such Claims or Losses resulted from or arose out of: (i) the negligence or willful misconduct of Xxxxxx or its Affiliates, subdistributors, employees, agents or any person for whose actions Xxxxxx is legally liable; (ii) a material breach by Xxxxxx of any of its obligations under this Agreement including any representations or warranties set forth in Section 11.2, Section 12.2 or Section 14.16; or (iii) any occurrence for which Xxxxxx has liability to OraSure pursuant to Section 11.3.1.
By OraSure. OraSure, for itself and on behalf of the OraSure Releasees, covenants not to xxx, waives, releases, and forever discharges the AbbVie Releasors, of and from any and all Losses that the OraSure Releasees, or any of them, ever had, now has, or may have in the future by reason of, arising out of, or relating to any matter or cause whatsoever related to the Original Agreement (the “OraSure Released Claims”); provided that OraSure Released Claims shall not include Losses arising out of actions or omissions of AbbVie following the date hereof or obligations set to be fulfilled after the date hereof, including without limitation the obligation to pay the Remaining AbbVie Fee.
By OraSure. OraSure represents and warrants to Inverness that OraSure has no Affiliates as of the Effective Date.
By OraSure. OraSure shall indemnify and hold harmless Inverness from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) resulting from any claims, demands, actions or other proceedings by any third party to the extent resulting from (a) any breach by OraSure of any representation, warranty or covenant under this Agreement, or (b) the gross negligence or willful misconduct of OraSure in the performance of its obligations or exercise of its rights under this Agreement, except in each case to the extent arising from the gross negligence or willful misconduct of Inverness or the breach by Inverness of any representation, warranty or covenant under this Agreement.
