Common use of Orphan Medical Warranties Clause in Contracts

Orphan Medical Warranties. Orphan Medical represents and warrants to Celltech that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, U.S.A. and has the corporate power to own its assets and properties and to carry on its business as now being and heretofore conducted. (b) It has all requisite power and authority (corporate and otherwise) to enter into this Agreement and it has duly authorized, by all necessary action, the execution and delivery hereof by the officer or individual whose name is signed on its behalf below. Orphan Medical's execution and delivery of this Agreement does not and will not conflict with or result in a breach of or a default under its organizational documents or any agreement, instrument, order, law or regulation applicable to it or by which it or the Product may be bound. This Agreement has been duly and validly executed and delivered by Orphan Medical and constitutes Orphan Medical's valid and legally binding obligation, enforceable against Orphan Medical in accordance with its terms, except as enforcement may be limited by laws of bankruptcy or insolvency or other laws of general application relating to or affecting the enforcement of creditor's rights and general equitable principles. (c) At the time of its shipment to Celltech, each order of Product shall have been manufactured, stored and shipped in accordance with cGMP, the Product Specifications and the Marketing Authorizations and other applicable laws and regulations, shall be in compliance with the Marketing Authorizations, and shall not be adulterated or misbranded within the meaning of the United States Food, Drug and Cosmetics Act, as in effect at the time of shipment; (d) At the time of its shipment to Celltech, each order of the Product shall conform to the Product Specifications until the expiration of the shelf life approved by the Regulatory Authorities.

Orphan Medical Warranties. Orphan Medical represents and warrants to Celltech that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, U.S.A. and has the corporate power to own its assets and properties and to carry on its business as now being and heretofore conducted. (b) It has all requisite power and authority (corporate and otherwise) to enter into this Agreement and it has duly authorized, by all necessary action, the execution and delivery hereof by the officer or individual whose name is signed on its behalf below. Orphan Medical's ’s execution and delivery of this Agreement does not and will not conflict with or result in a breach of or a default under its organizational documents or any agreement, instrument, order, law or regulation applicable to it or by which it or the Product may be bound. This Agreement has been duly and validly executed and delivered by Orphan Medical and constitutes Orphan Medical's ’s valid and legally binding obligation, enforceable against Orphan Medical in accordance with its terms, except as enforcement may be limited by laws of bankruptcy or insolvency or other laws of general application relating to or affecting the enforcement of creditor's ’s rights and general equitable principles. (c) At the time of its shipment to Celltech, each order of Product shall have been manufactured, stored and shipped in accordance with cGMP, the Product Specifications and the Marketing Authorizations and other applicable laws and regulations, shall be in compliance with the Marketing Authorizations, and shall not be adulterated or misbranded within the meaning of the United States Food, Drug and Cosmetics Act, as in effect at the time of shipment; (d) At the time of its shipment to Celltech, each order of the Product shall conform to the Product Specifications until the expiration of the shelf life approved by the Regulatory Authorities.

Orphan Medical Warranties. Orphan Medical represents and warrants to Celltech that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, U.S.A. and has the corporate power to own its assets and properties and to carry on its business as now being and heretofore conducted. (b) It has all requisite power and authority (corporate and otherwise) to enter into this Agreement and it has duly authorized, by all necessary action, the execution and delivery hereof by the officer or individual whose name is signed on its behalf below. Orphan Medical's ’s execution and delivery of this Agreement does not and will not conflict with or result in a breach of or a default under its organizational documents or any agreement, instrument, order, law or regulation applicable to it or by which it or the Product may be bound. This Agreement has been duly and validly executed and delivered by Orphan Medical and constitutes Orphan Medical's ’s valid and legally binding obligation, enforceable against Orphan Medical in accordance with its terms, except as enforcement may be limited by laws of bankruptcy or insolvency or other laws of general application relating to or affecting the enforcement of creditor's ’s rights and general equitable principles. (c) At the time of its shipment to Celltech, each order of Product shall have been manufactured, stored and shipped in accordance with cGMP, the Product Specifications and the Marketing Authorizations and other applicable laws and regulations, shall be in compliance with the Marketing Authorizations, and shall not be adulterated or misbranded within the meaning of the United States Food, Drug and Cosmetics Act, as in effect at the time of shipment; (d) At the time of its shipment to Celltech, each order of the Product shall conform to the Product Specifications until the expiration of the shelf life approved by the Regulatory Authorities. (e) Patent Rights, Trademarks and Other Intellectual Property Rights. (i) Orphan Medical has good title and ownership or rights to the Licensed Intellectual Property free and clear of all liens. To Orphan Medical’s actual knowledge, it has all intellectual property rights necessary for (A) the manufacture of the Product by Orphan Medical and the distribution, marketing, promotion and sale by Celltech of the Product in the Territory in accordance with the terms of this Agreement and (B) the grant by Orphan Medical to Celltech of the rights granted under this Agreement. (ii) Schedule 8.1(e)(ii) hereto contains a true and complete list of all Patent Rights in the Territory and all Trademarks and all other intellectual property rights of Orphan Medical relating to the Product in the Territory, indicating for each whether it is registered or is the subject of a pending application with any patent and/or trademark office with jurisdiction in the Territory, and all licenses and other contracts and similar rights relating thereto. (iii) Except as set forth on Schedule 8.1(e)(iii), to Orphan Medical’s actual knowledge, the Product as manufactured and delivered to Celltech by Orphan Medical for distribution in the Territory pursuant to this Agreement, and Celltech’s use of the Licensed Intellectual Property in the Territory as contemplated hereby, does not and will not infringe or conflict with any intellectual property rights or trade secrets of any Person.