Common use of General Warranty and Indemnification Clause in Contracts

General Warranty and Indemnification. (a) SB represents and warrants that (i) the Product is and will be manufactured in accordance with the NDA, the Specifications, and with cGMPs, (ii) at the time of delivery of the Product to BUYER, the Product will (A) be free from defects in materials and workmanship, (B) not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act (the "Act"), (C) not be an article which may not, under the Act, be introduced into interstate commerce, and (D) be in compliance with all Applicable Laws, (iii) upon delivery of any Product pursuant hereto, good title to such Product shall be conveyed to BUYER free and clear of any and all claims, liens and encumbrances of any kind, and (iv) unless otherwise mutually agreed upon by the parties, any and all Product delivered to BUYER shall have a shelf life of at least twenty (20) months from the date of delivery, unless the date of delivery has been delayed due to acts of BUYER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SB MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OF THE PRODUCT, OR AS TO ITS FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. After the expiration of the initial term, as defined in Section 4.1 below, BUYER shall not be entitled to incidental, indirect or consequential damages, including damages from loss of profits, loss of use or loss of goodwill as a result of any breach of warranty by SB. (b) In the event that any Product is quarantined or recalled, or is subject to stop-sale action, whether voluntary or by governmental action, it is agreed and understood that any expenses, including reasonable fees of any experts or attorneys that may be utilized by either party, government fines or penalties, related to such recall, quarantine or stop-sale, shall be borne by BUYER unless it is determined that SB has breached its obligations or warranties under this Agreement and such breach is the basis upon which said recall, quarantine or stop-sale was initiated. Said determination may be made by mutual agreement of the parties following examination and review of all records pertinent to the manufacture of the Product subject to such recall. (c) SB and Vendor jointly and severally covenant and agree to defend, indemnify and hold BUYER and its Affiliates, directors, employees and agents harmless from and against any and all Damages to the extent arising out of or with respect to (i) the fault or negligence of SB; or (ii) any misrepresentation or breach of warranty of SB contained in this Agreement or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to BUYER pursuant hereto or in connection with the transactions contemplated hereby; or (iii) any breach of a covenant or obligation of SB contained in this Agreement. (d) BUYER agrees to defend, indemnify and hold SB and its Affiliates, directors, employees and agents harmless from and against any Damages to the extent arising out of or with respect to (i) fault or negligence of BUYER; or (ii) any misrepresentation or breach of warranty of BUYER contained in this Agreement; or (iii) any breach of a covenant or obligation of BUYER contained in this Agreement. (e) No party against whom a claim of indemnity is made under this Agreement shall be liable unless the party making such claim shall (i) notify the indemnifying party of such claim in a timely manner upon becoming aware of the existence or threatened existence of any such claim giving rise to or which may give rise to a claim of indemnity, and (ii) cooperate in the defense of such claim.

General Warranty and Indemnification. (a) SB represents and Seller warrants that (i) the Product is and will that Seller delivers to Buyer pursuant to this Agreement shall be manufactured in accordance with the NDAcGMP, the Act and all other Regulatory Requirements and Product Specifications, and with cGMPsand, (ii) at the time of delivery of the Product to BUYER, the Product will shall (Ai) be free from defects in materials and workmanship, (Bii) not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, any applicable rules and Cosmetic Act (the "Act")regulations of any Regulatory Requirements, (Ciii) be free and clear of all liens and encumbrances other than liens and encumbrances that are the result of actions taken by Buyer and (iv) meet the standards set forth in SECTION 3.5(a) of the Asset Purchase Agreement (except that the quantity of Products delivered pursuant to Buyer's Purchase Orders shall not be an article which may not, under the Act, required to be introduced into interstate commerce, and (D) saleable in a manner consistent with Seller's past practices). Seller further warrants that Product that Seller delivers to Buyer pursuant to this Agreement shall be manufactured in compliance with all Applicable Lawsapplicable statutes, (iii) upon delivery of laws, rules or regulations or any Product pursuant hereto, good title to such Product shall be conveyed to BUYER free and clear of any and all claims, liens and encumbrances of any kind, and (iv) unless otherwise mutually agreed upon by the parties, any and all Product delivered to BUYER shall have a shelf life of at least twenty (20) months from the date of delivery, unless the date of delivery has been delayed due to acts of BUYERother applicable Regulatory Authority. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENTSECTION 3.1, SB SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OF THE PRODUCT, PRODUCT OR AS TO ITS FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. After the expiration of the initial term, as defined in Section 4.1 below, BUYER shall not be entitled to incidental, indirect or consequential damages, including damages from loss of profits, loss of use or loss of goodwill as a result of any breach of warranty by SBPURSUANT TO APPLICABLE LAW. (b) In the event that any Product is quarantined or recalled, or is subject to stop-sale action, whether voluntary or by governmental action, it is agreed and understood that any expenses, including reasonable fees of any experts or attorneys that may be utilized used by either partyParty, government fines or penalties, related to such recall, quarantine or stop-sale, shall be borne by BUYER Buyer, unless it is determined that SB Seller has breached its obligations or warranties under this Agreement and such breach is the a material basis upon which said recall, quarantine or stop-sale was initiated, in which case such expenses shall be shared according to the relative responsibility of each Party. Said determination of any recall, quarantine or stop-sale action may be made by the governmental agency involved, or by mutual agreement of the parties Parties following examination and review of all records pertinent to the manufacture of the Product subject to such recall. (c) SB and Vendor jointly and severally covenant and agree to defend, indemnify and hold BUYER and its Affiliates, directors, employees and agents harmless from and against any and all Damages to the extent arising out of or with respect to (i) the fault or negligence of SB; or (ii) any misrepresentation or breach of warranty of SB contained in this Agreement or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to BUYER pursuant hereto or in connection with the transactions contemplated hereby; or (iii) any breach of a covenant or obligation of SB contained in this Agreement. (d) BUYER Seller agrees to defend, indemnify and hold SB Buyer and its Affiliates, directors, employees and agents Affiliates harmless from and against any Damages losses, liabilities, costs or expenses (including reasonable attorney's fees) resulting from a breach by Seller of any of its agreements, covenants or obligations contained in or made pursuant to this Agreement. Such indemnification shall include liability for consequential, incidental, indirect or punitive damages to the extent arising out Buyer or its Affiliates are required to pay such amount to a Third Party in respect of a final, non-appealable judgment or with respect order obtained by such Third Party. Except as expressly provided in the preceding sentence, there shall be no indemnification by Seller for any consequential, incidental, indirect or punitive damages, including damages from loss of profits, loss of use or loss of goodwill. (d) Buyer agrees to defend, indemnify and hold Seller and its Affiliates harmless from and against any losses, liabilities, costs or expenses (iincluding reasonable attorney's fees) fault resulting from a breach by Buyer of any of its agreements, covenants or negligence of BUYER; or (ii) any misrepresentation or breach of warranty of BUYER obligations contained in this Agreement; or (iii) any breach of a covenant or obligation of BUYER contained in made pursuant to this Agreement. Such indemnification shall include liability for consequential, incidental, indirect or punitive damages to the extent Seller or its Affiliates are required to pay such amount to a Third Party in respect of a final, non-appealable judgment or order obtained by such Third Party. Except as expressly provided in the preceding sentence, there shall be no indemnification by Buyer for any consequential, incidental, indirect or punitive damages, including damages from loss of profits, loss of use or loss of goodwill. (e) No party against whom Any Party submitting a claim of indemnity is made for indemnification under this Agreement shall be liable unless subject to the party making such claim shall (iprocedural requirements set forth in SECTION 9.2(c) notify the indemnifying party of such claim in a timely manner upon becoming aware of the existence or threatened existence of any such claim giving rise to or which may give rise to a claim of indemnity, and (ii) cooperate in the defense of such claimAsset Purchase Agreement.

General Warranty and Indemnification. (a) SB represents and PMRS warrants that (i) the Bulk Product is and will be manufactured in accordance with the NDACGMPs and any other applicable law, the Specifications, rule or regulation (whether domestic or foreign); and with cGMPs, (ii) ), at the time of delivery of the Product to BUYERBulk Product, the Bulk Product will (A) comply with the Specifications, and (B) shall be free from defects in materials and workmanship, (B) not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act (the "Act"), (C) not be an article which may not, under the Act, be introduced into interstate commerce, and (D) be in compliance with all Applicable Laws, (iii) upon delivery of any Product pursuant hereto, good title to such Product shall be conveyed to BUYER free and clear of any and all claims, liens and encumbrances of any kind, and (iv) unless otherwise mutually agreed upon by the parties, any and all Product delivered to BUYER shall have a shelf life of at least twenty (20) months from the date of delivery, unless the date of delivery has been delayed due to acts of BUYER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SB MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OF THE PRODUCT, OR AS TO ITS FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. After the expiration of the initial term, as defined in Section 4.1 below, BUYER shall not be entitled to incidental, indirect or consequential damages, including damages from loss of profits, loss of use or loss of goodwill as a result of any breach of warranty by SB. (b) In the event that any Product is quarantined or recalled, or is subject to stop-sale action, whether voluntary or by governmental action, it is agreed and understood that any expenses, including reasonable fees of any experts or attorneys that may be utilized by either party, government fines or penalties, related to such recall, quarantine or stop-sale, shall be borne by BUYER unless it is determined that SB has breached its obligations or warranties under this Agreement and such breach is the basis upon which said recall, quarantine or stop-sale was initiated. Said determination may be made by mutual agreement of the parties following examination and review of all records pertinent to the manufacture of the Product subject to such recall. (c) SB and Vendor jointly and severally covenant and agree PMRS agrees to defend, indemnify and hold BUYER CollaGenex and its Affiliates, directors, employees and agents harmless from and against any and all Damages to the extent claims, liabilities, damages, costs or expenses (including reasonable attorney's fees) resulting from any claims arising out of or with respect to solely from (i) the fault or negligence of SBPMRS; or (ii) from any misrepresentation or material breach of warranty of SB PMRS contained in this Agreement herein or in any exhibit EXHIBIT or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to BUYER CollaGenex pursuant hereto or in connection with the transactions contemplated hereby; , or (iii) from any material breach of a any covenant or obligation of SB PMRS contained in this Agreement. (dc) BUYER CollaGenex agrees to defend, indemnify and hold SB PMRS and its Affiliates, directors, employees and agents harmless from and against any Damages to the extent claims, liabilities, damage, costs or expenses (including reasonable attorney's fees) resulting from any claim by a third party arising out of or with respect to solely from (i) fault issues regarding the safety or efficacy of the Bulk and Final Product with the exception of claims that arise from the negligence or wrong doing of BUYER; PMRS or claims for which PMRS is otherwise obligated to indemnify CollaGenex under this Agreement, (ii) any misrepresentation of package materials, illegal distribution of Bulk and Final Product, or material breach of or warranty of BUYER CollaGenex contained herein, or in this Agreement; any EXHIBIT or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to PMRS pursuant hereto or in connection with the transactions contemplated hereby, or (iii) any material breach of a any covenant or obligation of BUYER CollaGenex contained herein. (d) The obligations to indemnify, defend and hold harmless set forth above in this Agreement. (e) No Section 3 will not apply to the extent the indemnified party against whom a was responsible for giving rise to the matter upon which the claim of indemnity for indemnification is made under this Agreement shall be liable based and will not apply unless the indemnified party making such claim shall (i) notify promptly notifies the indemnifying party of such claim any matters in a timely manner upon becoming aware respect of which the existence or threatened existence indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the indemnifying party shall not settle any such claim giving rise to or action without the prior written consent of the indemnified party (which may give rise to a claim of indemnity, shall not be unreasonably withheld or delayed); and (iiiii) cooperate cooperates with the indemnifying party, at the indemnifying party's cost and expense in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of such claimits choice on a monitoring, non-controlling basis. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

General Warranty and Indemnification. (a) SB represents and warrants that (i) the Product is and will be manufactured in accordance with the NDA, the Specifications, and with cGMPs, (ii) and, at the time of delivery of the Product to BUYERProduct, the Product will (A) be free from defects in materials and workmanship, (B) workmanship and shall not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act (the "Act"), (C) and is not be an article which may not, under the Act, be introduced into interstate commerce, and (D) be in compliance with all Applicable Laws, (iii) upon delivery of any Product pursuant hereto, good title to such Product shall be conveyed to BUYER free and clear of any and all claims, liens and encumbrances of any kind, and (iv) unless otherwise mutually agreed upon by the parties, any and all Product delivered to BUYER shall have a shelf life of at least twenty (20) months from the date of delivery, unless the date of delivery has been delayed due to acts of BUYER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SB MAKES NO EXPRESS OR IMPLIED WARRANTY AS TO THE MERCHANTABILITY OF THE PRODUCT, OR AS TO ITS FITNESS FOR A PARTICULAR PURPOSE AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. After the expiration of the initial term, as defined in Section 4.1 below, BUYER shall not be entitled to incidental, indirect or consequential damages, including damages from loss of profits, loss of use or loss of goodwill as a result of any breach of warranty by SB. (b) In the event that any Product is quarantined or recalled, or is subject to stop-sale action, whether voluntary or by governmental action, it is agreed and understood that any expenses, including reasonable fees of any experts or attorneys that may be utilized by either party, government fines or penalties, related to such recall, quarantine or stop-sale, shall be borne by BUYER unless it is determined that SB has breached its obligations or warranties under this Agreement and such breach is the sole basis upon which said recall, quarantine or stop-sale was initiated. Said determination may be made by the governmental agency involved, or by mutual agreement of the parties following examination and review of all records pertinent to the manufacture of the Product subject to such recall. (c) SB and Vendor jointly and severally covenant and agree agrees to defend, indemnify and hold BUYER and its Affiliatesaffiliates, directors, employees and agents harmless from and against any and all Damages to the extent claims, liabilities, damages, costs or expenses (including reasonable attorney's fees) resulting from any claims by a third party arising solely out of or with respect to (i) the fault or negligence of SB; or (ii) any material misrepresentation or breach of warranty of SB contained in this Agreement or in any exhibit or schedule hereto, or in any other statement, certificate or document furnished or to be furnished to BUYER pursuant hereto or in connection with the transactions contemplated hereby; or (iii) any material breach of a covenant or obligation of SB contained in this Agreement; provided however that this indemnity shall exclude indirect, incidental, indirect or consequential damages. (d) BUYER agrees to defend, indemnify and hold SB and its Affiliatesaffiliates, directors, employees and agents harmless from and against any Damages claims, liabilities, damage, costs or expenses (including reasonable attorney's fees) resulting from any claim except to the extent arising out of or with respect that SB is otherwise obligated to (i) fault or negligence of BUYER; or (ii) any misrepresentation or breach of warranty of indemnify BUYER contained in under this Agreement; or (iii) any breach of a covenant or obligation of BUYER contained in this Agreement. . (e) No party against whom a claim of indemnity is made under this Agreement shall be liable unless the party making such claim shall (i) notify the indemnifying party of such claim in a timely manner promptly upon becoming aware of the existence or threatened existence of any such claim giving rise to or which may give rise to a claim of indemnity, indemnity and (ii) cooperate in the defense of such claim.