BP’s Representations and Warranties. BP represents and warrants to Verenium as of the Effective Date: (a) BP (i) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and (ii) has all requisite power and authority to enter into this Agreement; and (b) this Agreement is a valid and binding obligation of BP enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate in any material respect any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
BP’s Representations and Warranties. BPS represents and warrants that: (a) it shall use commercially reasonable efforts to perform its obligations hereunder; (b) that none of it, its officers, directors, employees, or those of its Affiliates are debarred under the Generic Drug Enforcement Act or convicted of a crime which could lead to debarment, and it has not knowingly utilized, and will not knowingly utilize, the services of any individual or entity in the performance of any plan or project under this Agreement that has been debarred under the Generic Drug Enforcement Act or convicted of a crime that could lead to debarment; (c) that it will conduct each plan or project in conformity with applicable cGMP, according to *** (without any warranty by BPS that Drug Product Produced hereunder will *** to *** when Produced in compliance with ***), all applicable FDA regulatory requirements relating generally to production of pharmaceutical products, all applicable laws and regulations, and the procedures and parameters set forth in the applicable plan; and (d) that the Drug Product shall not have been and shall not be adulterated, misbranded, misused, contaminated, or tampered with *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED due to the negligence or willful misconduct of BPS. In the event that BPS receives notice of the debarment or threatened debarment of any individual or entity utilized by BPS in connection with a plan or project, BPS shall notify NTI immediately, and NTI shall have the right to terminate this Agreement upon written notice without further cost or liability, except for payments of accrued and unpaid obligations to the date of termination. BPS further represents and warrants that it has obtained (or will obtain prior to Producing Drug Product), and will remain in compliance with during the term of this Agreement, all permits, licenses and other authorizations (the “Permits”) which are required under federal, state and local laws, rules and regulations applicable to the Production only of Drug Product as specified in the Project Plan; provided, however, BPS shall have no obligation to obtain Permits relating to the sale, marketing, distribution or use of Bulk Drug Substance or Drug Product or with respect to the Labeling of Drug Product. BPS makes no representation or warranty with respect to the sale, marketing, distribution or use of the Bulk Drug Substance or...
