Common use of Representations and Warranties Certain Covenants Clause in Contracts

Representations and Warranties Certain Covenants. 11 6.1 Mutual Representations and Warranties 11 6.2 Additional CCT Representations and Warranties 11 6.3 Alliqua Compliance with Applicable Law 11 ARTICLE 7 INDEMNIFICATION AND INSURANCE 12 7.1 CCT Indemnification 12 7.2 Alliqua Indemnification 12 7.3 Indemnification Procedures 12 7.4 Limitation of Liability 12 7.5 Insurance 13 ARTICLE 8 CONFIDENTIAL INFORMATION 13 8.1 Confidentiality 13 8.2 Authorized Disclosure 14 8.3 Return of Confidential Information 14 8.4 Publicity; Terms of the Agreement; Confidential Treatment 14 8.5 Technical Publication 15 8.6 Equitable Relief 16 ARTICLE 9 TERM AND TERMINATION 16 9.1 Term 16 9.2 Termination 16 9.3 Effects of Termination 17 ARTICLE 10 GENERAL PROVISIONS 18 10.1 Entire Agreement; Amendment 18 10.2 Force Majeure 18 10.3 Notices 18 10.4 No Strict Construction; Headings 19 10.5 Assignment 19 10.6 Performance by Affiliates 20 10.7 Further Actions 20 10.8 Severability 20 10.9 No Waiver 20 10.10 Independent Contractors 20 10.11 Governing Law 20 10.12 Counterparts 21 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) dated as of November 14, 2013 (the “Effective Date”), by and between Anthrogenesis Corporation, a Delaware corporation doing business as Celgene Cellular Therapeutics (“CCT”), and Alliqua, Inc., a Florida corporation (“Alliqua”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred to as the “Parties”.

Representations and Warranties Certain Covenants. 11 6.1 Mutual Representations and Warranties 11 6.2 Additional CCT Representations and Warranties 11 6.3 Alliqua Compliance with Applicable Law 11 ARTICLE 7 INDEMNIFICATION AND INSURANCE 12 7.1 CCT Indemnification 12 7.2 Alliqua Indemnification 12 7.3 Indemnification Procedures 12 7.4 Limitation of Liability 12 13 7.5 Insurance 13 ARTICLE 8 CONFIDENTIAL INFORMATION 13 14 8.1 Confidentiality 13 14 8.2 Authorized Disclosure 14 8.3 Return of Confidential Information 14 8.4 Publicity; Terms of the Agreement; Confidential Treatment 14 15 8.5 Technical Publication 15 16 8.6 Equitable Relief 16 ARTICLE 9 TERM AND TERMINATION 16 9.1 Term 16 9.2 Termination 16 9.3 Effects of Termination 17 ARTICLE 10 GENERAL PROVISIONS 18 10.1 Entire Agreement; Amendment 18 10.2 Force Majeure 18 10.3 Notices 18 10.4 No Strict Construction; Headings 19 10.5 Assignment 19 20 10.6 Performance by Affiliates 20 10.7 Further Actions 20 10.8 Severability 20 10.9 No Waiver 20 10.10 Independent Contractors 20 10.11 Governing Law 20 21 10.12 Counterparts 21 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) dated as of November 14, 2013 (the “Effective Date”), by and between Anthrogenesis Corporation, a Delaware corporation doing business as Celgene Cellular Therapeutics (“CCT”), and Alliqua, Inc., a Florida corporation (“Alliqua”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred to as the “Parties”.

Representations and Warranties Certain Covenants. 11 6.1 85 10.1. Mutual Representations and Warranties 11 6.2 85 10.2. Additional CCT Representations and Warranties 11 6.3 Alliqua Compliance of Infinity 86 10.3. Additional Representations and Warranties of AbbVie 89 10.4. No Debarment 89 10.5. No Warranties 90 10.6. Covenants with Applicable Law 11 Respect to Infinity Third Party Agreements 90 10.7. Covenants with Respect to AbbVie Third Party Agreements 92 10.8. Insurance 93 ARTICLE 7 11. INDEMNIFICATION AND INSURANCE 12 7.1 CCT 94 11.1. General Indemnification 12 7.2 Alliqua By Infinity 94 11.2. General Indemnification 12 7.3 By AbbVie 94 11.3. Claims for General Indemnification Procedures 12 7.4 Limitation 94 11.4. Conduct of Product Liability 12 7.5 Insurance 13 Actions 95 ARTICLE 8 CONFIDENTIAL INFORMATION 13 8.1 Confidentiality 13 8.2 Authorized Disclosure 14 8.3 Return of Confidential Information 14 8.4 Publicity; Terms of the Agreement; Confidential Treatment 14 8.5 Technical Publication 15 8.6 Equitable Relief 16 ARTICLE 9 12. TERM AND TERMINATION 16 9.1 96 12.1. Term 16 9.2 96 12.2. Early Termination 16 9.3 96 12.3. Effects of Termination 17 99 ARTICLE 10 GENERAL PROVISIONS 18 10.1 Entire Agreement13. ALTERNATIVE DISPUTE RESOLUTION 105 ARTICLE 14. MISCELLANEOUS 109 14.1. Change of Control of the Parties 109 14.2. Assignment; Amendment 18 10.2 Force Majeure 18 10.3 Successors 109 14.3. Export Control 110 14.4. Choice of Law 110 14.5. Notices 18 10.4 111 14.6. Severability 111 14.7. Integration 112 14.8. English Language 112 14.9. Waivers and Amendments 112 14.10. Independent Contractors; No Strict ConstructionAgency 112 14.11. Execution in Counterparts; Headings 19 10.5 Assignment 19 10.6 Facsimile Signatures 112 14.12. No Consequential or Punitive Damages 113 14.13. Performance by Affiliates 20 10.7 113 14.14. Force Majeure 113 14.15. No Third Party Beneficiary Rights 114 14.16. Non-exclusive Remedy 114 14.17. Interpretation 114 14.18. Further Actions 20 10.8 Severability 20 10.9 Assurances 115 14.19. Ambiguities; No Waiver 20 10.10 Independent Contractors 20 10.11 Governing Law 20 10.12 Counterparts 21 SUPPLY Presumption 115 14.20. Records Generally 115 LIST OF SCHEDULES Schedule 1.40 Exclusivity Compounds Schedule A [**] Description Schedule 3.5.1 Non-Royalty Payments under Existing Infinity Third Party Agreements Schedule 4.6.1 Pre-Execution Date Development Costs Schedule 7 Financial Terms Schedule 10.2.7 Litigation LIST OF EXHIBITS Exhibit A Financial Exhibit Exhibit B Infinity Patent Rights Exhibit C Global Development Plan Exhibit D IPI-145 Exhibit E Press Release Exhibit F AbbVie Combination Compound COLLABORATION AND LICENSE AGREEMENT THIS SUPPLY AGREEMENT This Collaboration and License Agreement (this “Agreement”) dated is made and effective as of November 14the 2nd day of September, 2013 2014 (the “Effective Execution Date”), ) by and between Anthrogenesis Corporation, a Delaware corporation doing business as Celgene Cellular Therapeutics (“CCT”), and AlliquaInfinity Pharmaceuticals, Inc., a Florida corporation Delaware corporation, with offices at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, XXX (“AlliquaInfinity”) and AbbVie Inc., a Delaware corporation, with offices at 0 Xxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxx, XX 00000 (“AbbVie”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred to as the “Parties”.

Representations and Warranties Certain Covenants. 11 6.1 Mutual 25 7.1 Representations, Warranties and Covenants of each Party 25 7.2 Representations and Warranties 11 6.2 Additional CCT of Meiji 26 7.3 Representations and Warranties 11 6.3 Alliqua Compliance of Xxxxx 27 7.4 No Warranties 28 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with Applicable Law 11 ARTICLE 7 INDEMNIFICATION AND INSURANCE 12 7.1 CCT Indemnification 12 7.2 Alliqua Indemnification 12 7.3 Indemnification Procedures 12 7.4 Limitation the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of Liability 12 7.5 Insurance 13 the Securities Act of 1933, as amended. CONFIDENTIAL TREATMENT REQUESTED ARTICLE 8 CONFIDENTIAL INFORMATION 13 INDEMNIFICATION 28 8.1 Confidentiality 13 General Indemnification By Meiji 28 8.2 Authorized Disclosure 14 General Indemnification By Xxxxx 28 8.3 Return of Confidential Information 14 Pfizer Claim 29 8.4 Publicity; Terms of the Agreement; Confidential Treatment 14 Notice 29 8.5 Technical Publication 15 Defense 29 8.6 Equitable Relief 16 Cooperation 29 8.7 Settlement 29 ARTICLE 9 TERM AND TERMINATION 16 30 9.1 Term 16 30 9.2 Termination 16 30 9.3 Effects of Expiration or Termination 17 32 ARTICLE 10 GENERAL PROVISIONS 18 MISCELLANEOUS 34 10.1 Entire AgreementAssignment; Amendment 18 Successors 34 10.2 Force Majeure 18 Export Control 34 10.3 Compliance with Applicable Laws 34 10.4 Choice of Law 34 10.5 Dispute Resolution 34 10.6 Injunctive Relief 35 10.7 Notices 18 10.4 36 10.8 Severability 36 10.9 Integration 36 10.10 English Language 37 10.11 Section 365(n) 37 10.12 Waivers and Amendments 37 10.13 Independent Contractors; No Strict ConstructionAgency 37 10.14 Execution in Counterparts; Headings 19 10.5 Assignment 19 10.6 Facsimile Signatures 37 10.15 Exclusions and Limitations of Liability 38 10.16 Performance by Affiliates 20 10.7 38 10.17 Force Majeure 38 10.18 No Third Party Beneficiary Rights 38 10.19 Non-exclusive Remedy 38 10.20 Interpretation 39 10.21 Further Actions 20 10.8 Severability 20 10.9 No Waiver 20 10.10 Independent Contractors 20 10.11 Governing Law 20 10.12 Counterparts 21 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (Assurances 39 10.22 Construction 39 10.23 Records Generally 39 10.24 Press Releases and Publicity 39 Exhibit A – Key Terms of Clinical Supply Agreement Exhibit B – Compound Exhibit C – Selected Items of WLJ Know-How Exhibit D – Selected Items of Meiji Know-How Exhibit E – Pfizer Letter Portions of this Exhibit, indicated by the xxxx “Agreement”) dated [***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as of November 14, 2013 (the “Effective Date”), by and between Anthrogenesis Corporation, a Delaware corporation doing business as Celgene Cellular Therapeutics (“CCT”), and Alliqua, Inc., a Florida corporation (“Alliqua”). Alliqua and CCT may each be referred to as a “Party” or collectively be referred to as the “Parties”amended.