Patheon Agreement. S2 has provided to Santarus true, complete and correct copies of the Patheon Agreement and those certain Capital Expenditure and Equipment Agreement, dated as of May 26, 2010, between S2 and Patheon, and Quality Agreement, dated as of May 26, 2010, between S2 and Patheon, each as amended from time to time (collectively, the “Supplemental Patheon Agreements”). The Patheon Agreement and the Supplemental Patheon Agreements are the only agreements existing as of the Effective Date by which S2 has contracted for supply of the Product in the Territory or otherwise established logistics for the distribution of the Product in the Territory. S2 is not in material breach of the Patheon Agreement or the Supplemental Patheon Agreements and has not submitted to Patheon any notice (written or oral) to the effect that Patheon is in breach of the Patheon Agreement or the Supplemental Patheon Agreements. S2 has not received from Patheon any notice (written or oral) to the effect that S2 is in breach of the Patheon Agreement or the Supplemental Patheon Agreements. Each of the Patheon Agreement and the Supplemental Patheon Agreements is legal, valid, binding, enforceable and in full force and effect (except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity).
Patheon Agreement. Seller shall assign and Buyer shall assume all rights and obligations under the Patheon Agreement.
Patheon Agreement. Depomed is not in material breach of the Patheon Agreement and has not submitted to Patheon any notice (written or oral) to the effect that Patheon is in breach of the Patheon Agreement. Depomed has not received from Patheon any notice (written or oral) to the effect that Depomed is in breach of the Patheon Agreement. The Patheon Agreement is legal, valid, binding, enforceable and in full force and effect in all material respects.
Patheon Agreement. Xxxxx hereby represents and warrants to Licensee that, as of the Effective Date and with respect to that certain Master Umbrella Development Services Agreement, between Patheon Biologics LLC (“Patheon”) and Xxxxx, effective November 12, 2020, as amended and those certain Project Proposals executed thereunder included in the Assigned Product Agreements (the “Assigned Patheon Agreement”) and all activities through Drug Substance (as referred to in the Applicable Patheon Proposals (as defined below)) manufacturing under the Applicable Patheon Proposals, excluding Drug Product (as referred to in the Applicable Patheon Proposals) manufacturing (the “Applicable Patheon Activities”), (i) Xxxxx has received invoices from Patheon totaling $(***) through the latest accounts payable update that occurred on approximately July 20, 2022 (such amount the “Invoiced Patheon Amount”) and (ii) the total amount known to Xxxxx that was, is, or will become due with respect to Applicable Patheon Activities (including corresponding change orders with respect thereto) under the Assigned Patheon Agreement, including the above-referenced $(***), is, as of such update, reasonably estimated by Xxxxx to be $(***) (the “Total Patheon Amount”). To the extent Xxxxx has not paid any portion of the Invoiced Patheon Amount as of the Effective Date, Xxxxx shall, notwithstanding anything to the contrary in this Agreement, remain and be responsible for paying Patheon that amount, and Licensee shall be responsible for paying (and shall, upon assignment of the Assigned Patheon Agreement to Licensee and, consistent with and without limitation of the terms of Schedule 3.4.1, assume the obligation to pay) any portion of the Total Patheon Amount in excess of the Invoiced Patheon Amount (such excess, the “Licensee Patheon Amount”), provided that if invoices for any portion of the Licensee Patheon Amount are received and paid by Xxxxx prior to the assignment of the Assigned Patheon Agreement to Licensee, then Licensee shall reimburse Xxxxx in the amount of any such payment within thirty (30) days of receipt of an invoice therefor from Xxxxx. For the sake of clarity, the
Patheon Agreement. All of the Seller's rights, and all liabilities, obligations and responsibilities associated therewith under such agreement, but only to the extent such rights, liabilities, obligations and responsibilities relate to the Products, as set forth in the Assignment and Amendment of Manufacturing and Supply Agreement between Buyer, Seller and Patheon Inc.
