MANUFACTURING AND PRODUCT LIABILITY Sample Clauses

MANUFACTURING AND PRODUCT LIABILITY. 12.1 In the event that KRYPTON, subject to Section 5.5 above, elects GENTA JAGO, and GENTA JAGO expressly agrees to such manufacture, or any of its Affiliates shall ------------- * Confidential treatment requested. The redacted material has been separately filed wit the Commission. manufacture Final Products, then the Parties agree to enter into good faith negotiations on and to use commercially reasonable efforts to execute in due time a respective Manufacturing and Supply Agreement, according to which GENTA JAGO or its Affiliates shall undertake to manufacture and supply Final Products in sufficient quantities to meet KRYPTON's requirements, at a sale price for such Final Products manufactured equal to GENTA JAGO's * In the event and for such period of time, that GENTA JAGO or its Affiliate manufactures and supplies Final Product under such Manufacturing and Supply Agreement, the Royalty Rate referred to in Section 14.1 below shall be *. 12.2 In the event that KRYPTON or any of its Affiliates or any third party is elected pursuant to Section 5.5 above to manufacture Final Product, then KRYPTON undertakes and agrees that at all times the Specifications and to any and all laws, rules and regulations imposed by any competent authority on the manufacturing, marketing, distribution and sale of Final Products are strictly adhered to by the manufacturer, and KRYPTON shall during the entire term of this Agreement be solely and fully liable and responsible for the compliance with all such laws, rules and regulations when manufacturing, having manufactured, marketing, distributing and selling Final Products itself and/or through Affiliates or sub- licensee(s). 12.3 KRYPTON shall indemnify, defend and hold GENTA JAGO, its Affiliates and the Licensor harmless from and against any losses, claims, liabilities, costs and expenses (including reasonable attorney's fees) that may be imposed upon or asserted against GENTA JAGO and/or its Affiliates and/or the Licensor as a result of the marketing, distributing, manufacture, use or sale of Final Products by or on behalf of KRYPTON, its Affiliates, agents or sub-licensee(s), except for those claims, liabilities, costs and expenses arising from gross negligence or intentional misconduct on the part of GENTA JAGO, its Affiliates or the Licensor.
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MANUFACTURING AND PRODUCT LIABILITY. 12.1 In the event that KRYPTON, subject to Section 5.5 above, elects GENTA JAGO, and GENTA JAGO expressly agrees to such manufacture, or any of its Affiliates shall manufacture Final Products, then the Parties agree to enter into good faith negotiations on and to use commercially reasonable efforts to execute in due time a respective Manufacturing and Supply Agreement, according to which GENTA JAGO or its Affiliates shall undertake to manufacture and supply Final Products in sufficient quantities to meet KRYPTON's requirements, at a sale price for such Final Products manufactured equal to GENTA JAGO's * In the event and for such period of time, that GENTA JAGO or its Affiliate manufactures and supplies Final Product under such Manufacturing and Supply Agreement, the Royalty Rate referred to in Section 14.1 below shall be * 12.2 In the event that KRYPTON or any of its Affiliates or any third party is elected pursuant to Section 5.5 above to manufacture Final Product, then KRYPTON undertakes and agrees that at all times the Specifications and to any and all laws, rules and regulations imposed by any competent authority on the manufacturing, marketing, distribution and sale of Final Products are strictly adhered to by the manufacturer, and KRYPTON shall during the entire term of this Agreement be solely and fully liable and responsible for the compliance with all such laws, rules and regulations when manufacturing, having manufactured, ------------------ * Confidential treatment requested. The redacted material has been separately filed with the Commission. marketing, distributing and selling Final Products itself and/or through Affiliates or sub- licensee(s). 12.3 KRYPTON shall indemnify, defend and hold GENTA JAGO, its Affiliates and the Licensor harmless from and against any losses, claims, liabilities, costs and expenses (including reasonable attorney's fees) that may be imposed upon or asserted against GENTA JAGO and/or its Affiliates and/or the Licensor as a result of the marketing, distributing, manufacture, use or sale of Final Products by or on behalf of KRYPTON, its Affiliates, agents or sub-licensee(s), except for those claims, liabilities, costs and expenses arising from gross negligence or intentional misconduct on the part of GENTA JAGO, its Affiliates or the Licensor.
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Related to MANUFACTURING AND PRODUCT LIABILITY

  • Product Warranty and Product Liability Set forth in Schedule 3.14 of the Disclosure Schedule is a true, correct and complete copy of the Company's standard warranty or warranties for sales of its products.

  • Product Liability The Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company.

  • Products Liability (a) Except as set forth on Schedule 3.25, (i) there is no Action before any Governmental Entity pending, or to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the Business.

  • Manufacturing and Supply (a) Depomed shall supply Product for use in conducting Depomed’s development activities for Product in the Field and in the Territory as set forth in Exhibit D. (b) During the four-year period beginning on the Effective Date (the “Supply Period”), Depomed shall supply and package (or have supplied and packaged) Product pursuant to this Section 4.8. Depomed will use commercially reasonable efforts to enter into a long-term Product supply agreement with [***] days after the Effective Date (the “Depomed Supply Agreement”) that will be freely assignable to Solvay or its Affiliates, successors or assigns at any time. In addition, Depomed and Solvay will negotiate and enter into a Product supply agreement with business terms substantially similar to the Depomed Supply Agreement concurrently with the execution and delivery by Depomed and [***] of the Depomed Supply Agreement (the “Solvay Supply Agreement”, and, together with the Depomed Supply Agreement, the “Supply Agreements”). The Supply Agreements will, together, contain the following provisions (among others mutually agreeable to the Parties): (i) Under the Solvay Supply Agreement, Depomed will agree to supply Solvay with its requirements of finished, packaged Product during the Supply Period; (ii) All manufacturing and records will be performed and maintained in accordance with specifications, cGMP and Applicable Law; (iii) Depomed will provide reasonable assistance to Solvay in the event Solvay wishes to qualify a backup Product manufacturer; (iv) Depomed shall [***]; (v) Solvay will pay Depomed the following amounts in connection with all activities performed by or on behalf of Depomed associated with Product manufacture and supply (other than activities specified on Exhibit D) (A) [***]% of Depomed’s out-of-pocket costs incurred in connection with such manufacture and supply of Product to Solvay, and (B) a labor charge equal to the FTE Charges for all Depomed employees allocated to the manufacture and supply of Product to Solvay, not to exceed FTE Charges for an aggregate of [***] during any given calendar quarter (and Depomed shall provide to Solvay periodic reports detailing the FTE Charges for which Solvay must pay Depomed hereunder);

  • Product ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User(s) shall have thirty (30) days from the date of delivery to accept hardware products and sixty (60) days from the date of delivery to accept all other Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty (30) day increment. Authorized User shall notify Contractor of acceptance upon successful completion of the documented installation test. Such cancellation shall not give rise to any cause of action against the Authorized User for damages, loss of profits, expenses, or other remuneration of any kind. If the Authorized User elects to provide a deficiency statement specifying how the Product fails to meet the specifications within the testing period, Contractor shall have thirty (30) days to correct the deficiency, and the Authorized User shall have an additional sixty (60) days to evaluate the Product as provided herein. If the Product does not meet the specifications at the end of the extended testing period, Authorized User, upon prior written notice to Contractor, may then reject the Product and return all defective Product to Contractor, and Contractor shall refund any monies paid by the Authorized User to Contractor therefor. Costs and liabilities associated with a failure of the Product to perform in accordance with the functionality tests or product specifications during the acceptance period shall be borne fully by Contractor to the extent that said costs or liabilities shall not have been caused by negligent or willful acts or omissions of the Authorized User’s agents or employees. Said costs shall be limited to the amounts set forth in the Limitation of Liability Clause for any liability for costs incurred at the direction or recommendation of Contractor.

  • Product Warranty Seller provides general warranties of fitness and general warranties that the goods are free from defects, for 1 year from acceptance of the goods, except as may otherwise be set forth in the Description/Proposal, or other attached warranty.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • Product Warranties Except as set forth in Schedule 3.15, (a) there are no warranties express or implied, written or oral, with respect to the Business and (b) there are no pending or threatened claims with respect to any such warranty, and Seller has no liability with respect to any such warranty, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due.

  • Limited Product Warranty Repair or Replacement within 12 years

  • PRICE LISTS AND PRODUCT INFORMATION Contractors should provide an electronic version of the proposed price list in an Excel format or pdf on a jump drive. Also provide a dealer list, if applicable in an Excel format with "read and write" capabilities on the same jump drive. No costs or expenses associated with providing this information in the required format shall be charged to the State of Arkansas. At the time of contract renewal contractor will furnish OSP with an updated dealer list and published price list.

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