Common use of Representations, Warranties and Covenants of Consultant Clause in Contracts

Representations, Warranties and Covenants of Consultant. a. Consultant represents and warrants that Consultant has the requisite expertise, ability and legal right to render the Services and ability to enter into this Agreement, shall perform the Services in an efficient, professional and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner in accordance with the terms of this Agreement. Consultant represents and warrants that entering into this Agreement and his or her performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject. b. Consultant shall abide by all laws, rules and regulations that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; (ii) listed on the General Services Administration’s List of parties Excluded from Federal Procurement and Nonprocurement Programs; or (iii) debarred under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above. Consultant further represents and warrants that Consultant does not and will not use in any capacity the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth above, during the Term, Consultant agrees to immediately notify Pacira, and this Agreement shall automatically terminate as of the date of such exclusion or debarment, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Services, Consultant shall be responsible for Consultant’s own compliance with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; has not been debarred and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not under consideration to be disbarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to immediately notify Paciraor does inspect Consultant’s records in connection with the Services provided under this Agreement, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any third party in his employment by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (f) During the Term of this Agreement shall automatically terminate as and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the date attributes of such exclusion any Company product or debarmentservice in connection with the treatment of a patient, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Servicesa scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall be responsible for disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s own compliance financial relationships with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entityCompany.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him/her in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his/her duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his/her performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into Consultant agrees not to use any confidential information or trade secrets of any third party in connection with the provision of the Services in violation of the agreements under which he/she had access to or knowledge of such confidential information or trade secrets. (d) Consultant will not use any confidential information or trade secrets of any third party in his employment by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (e) During the Term of this Agreement and his for a period of one-year thereafter, if Consultant uses, recommends, or her performance comments upon the attributes of any Company product or service in connection with the Services do not and will not conflict with treatment of a patient, a scientific or result in any breach educational presentation or default under publication, a media interview, or any other agreement to which Consultant is subject. b. third-party communication or interaction, Consultant shall abide by all laws, rules and regulations that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants disclose that Consultant is not or has been a paid consultant of Company and has not been: (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in the fact of any other government payment program; (ii) listed on the General Services Administration’s List of parties Excluded from Federal Procurement and Nonprocurement Programs; or (iii) debarred under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above. Consultant further represents and warrants that Consultant does not and will not use in any capacity financial relationships with Company. (f) During the services Term of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth above, during the Term, Consultant agrees to immediately notify Pacira, and this Agreement shall automatically terminate as of the date of such exclusion or debarment, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the ServicesAgreement, Consultant shall be responsible for Consultant’s own compliance with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material not engage in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or providing services to any other right whatsoever entity or person that is competing directly or indirectly with the business of any person, firm, corporation, or other entitythe Company.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; has not been debarred and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not under consideration to be disbarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to immediately notify Paciraor does inspect Consultant's records in connection with the Services provided under this Agreement, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any third party in his employment by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (f) During the Term of this Agreement shall automatically terminate as and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the date attributes of such exclusion any Company product or debarmentservice in connection with the treatment of a patient, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Servicesa scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall be responsible for disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s own compliance financial relationships with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entityCompany.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him/her in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his/her duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his/her performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he/she had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he/she (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; has not been debarred and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not under consideration to be disbarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to immediately notify Paciraor does inspect Consultant's records in connection with the Services provided under this Agreement, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any third party in his engagement by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (f) During the Term of this Agreement shall automatically terminate as and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the date attributes of such exclusion any Company product or debarmentservice in connection with the treatment of a patient, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Servicesa scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall be responsible for disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s own compliance financial relationships with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entityCompany.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him/her in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his/her duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his/her performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he/she had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he/she (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in has not been debarred by any other government payment program; relevant professional organization and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not debarred or under consideration to be debarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees to immediately notify Pacira, and this Agreement shall automatically terminate as of comes under investigation by the date of such exclusion FDA for debarment or debarment, without the requirement of notice from Paciradisqualification or is debarred or disqualified. Consultant further represents and warrants that in providing shall notify the Services, Consultant shall be responsible for Consultant’s own compliance with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in Company immediately if the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right FDA or any other right whatsoever regulatory authority requests permission to or does inspect Consultant's records in connection with the Services provided under this Agreement or any other matter, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any person, firm, corporation, third party in his service to Company in violation of the terms of the agreements under which he had access to or other entityknowledge of such confidential information or trade secrets.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him/her in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his/her duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his/her performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he/she had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he/she (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in has not been debarred by any other government payment program; relevant professional organization and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not debarred or under consideration to be debarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to immediately notify Paciraor does inspect Consultant's records in connection with the Services provided under this Agreement or any other matter, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any third party in his service to Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (f) During the Term of this Agreement shall automatically terminate as and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the date attributes of such exclusion any Company product or debarmentservice in connection with the treatment of a patient, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Servicesa scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall be responsible for disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s own compliance financial relationships with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entityCompany.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents and warrants that Consultant to SPONSOR that: (a) he/she has the requisite expertisefull power and authority, ability and legal right has taken all necessary actions and has obtained all necessary authorizations, licenses, consents and approvals required, to render the Services execute and ability to enter into perform this Agreement, shall perform the Services in an efficient, professional ; (b) his/her retention as a consultant by SPONSOR and workmanlike manner in accordance with generally recognized industry standards for similar services, and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner in accordance with the terms of this Agreement. Consultant represents and warrants that entering into this Agreement and his or his/her performance of the Consulting Services do not not, and will not conflict not, breach any agreement that obligates Consultant to keep in confidence any trade secrets or Confidential Information and refrain from competing, directly or indirectly, with or result in any breach or default under the business of any other agreement party; (i) neither he/she nor any of his/her personnel engaged in the Consulting Services has been debarred, is subject to which Consultant debarment or has otherwise been disqualified or suspended from performing scientific or clinical investigation, or is subject. b. Consultant shall abide the subject of an action or investigation that could lead to the debarment or disqualification of Consultant, or otherwise subjected to any restrictions or sanctions by all laws, rules and regulations that apply the FDA or any other governmental or regulatory authority or professional body with respect to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: scientific or clinical investigations (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(fDebarred Person”)) or in any other government payment program; , (ii) listed on the General Services Administration’s List of parties Excluded from Federal Procurement and Nonprocurement Programs; or (iii) debarred under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above. Consultant further represents and warrants that Consultant does not and will shall not use in any capacity capacity, in connection with the services Consulting Services, any Debarred Person, and (iii) in the event that Consultant or any of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth above, during the TermConsultant’s personnel become a Debarred Person, Consultant agrees to shall immediately notify PaciraSPONSOR and SPONSOR may immediately terminate this Agreement; (d) if a governmental or regulatory authority conducts or gives notice of its intent to conduct an audit/inspection relating to services provided by the Consultant, the Consultant will give notice to SPONSOR of not less than three (3) business days and permit SPONSOR and/or the SPONSOR to be present at, and participate in, the inspection; (e) he/she shall conduct the Consulting Services in accordance with all Applicable Laws, the Study Protocol, and this Agreement; BioCardia CardiAMP Study Steering Committee Consulting Agr Xx. Xxxx Xxxxxxx (f) he/she has truthfully and accurately completed and certified the Certification of Financial Interests and Disclosure of Financial Interest statements contained in Schedules 4 and 5; and (g) he/she has no financial, scientific or regulatory conflicts of interest in carrying out the Consulting Services under this Agreement shall automatically terminate or is not prohibited from entering this Agreement. During the course of this Agreement, the Consultant is required to disclose to SPONSOR and to such Steering Committee (SC) as of may be appointed by the date of such exclusion SPONSOR in accordance with Steering Committee Charter, any consulting agreements and/or any financial interests, he/she may have in the SPONSOR or debarment, without any interests the requirement of notice from PaciraConsultant is required to disclose under the SC Charter. Consultant further represents and warrants that in providing the Services, The Consultant shall be responsible for Consultant’s own compliance with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in provide information about other concurrent Steering committee or endpoint adjudication committee membership or potential conflicts of interest where requested by SPONSOR and/or the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entitySC.

Representations, Warranties and Covenants of Consultant. a. The Consultant represents hereby represents, warrants and warrants that covenants to the Company as follows: (a) Neither the execution or delivery of this Agreement nor the performance by Consultant of his/her duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default or breach of any covenant or obligation under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which Consultant is a party or by which he/she is bound. (b) Consultant has the requisite expertisefull right, ability power and legal right to render the Services and ability capacity to enter into and deliver this Agreement, shall as applicable, and to perform his/her duties and other obligations hereunder. This Agreement constitutes the Services in an efficientlegal, professional valid and workmanlike manner binding obligation of Consultant enforceable against him/her in accordance with generally recognized industry standards its terms. No approvals or consents of any persons or entities are required for similar servicesConsultant to execute and deliver this Agreement, as applicable, or perform his/her duties and shall devote sufficient resources to ensure other obligations hereunder. (c) Consultant represents that the Services are performed in a timely and reliable manner in accordance with his/her performance of all the terms of this Agreement. Agreement will not breach any agreement to keep in confidence any confidential information or trade secrets acquired by Consultant represents from any third party, and warrants that entering into this Agreement and his Consultant agrees not to use any confidential information or her performance trade secrets of any third party in connection with the provision of the Services do not and will not conflict with in violation of the agreements under which he/she had access to or result in any breach knowledge of such confidential information or default under any other agreement to which Consultant is subjecttrade secrets. b. (d) Consultant shall abide by all laws, rules and regulations hereby represents that apply to the performance of the Services and will comply with Pacira’s policies and procedures that are communicated to Consultant, including when on Pacira premises, Xxxxxx’s policies with respect to conduct of visitors. If applicable, Consultant represents and warrants that Consultant is not and has not been: he/she (i) excluded from participation in, or otherwise ineligible to participate in a “Federal Health Care Program” (as defined in 42 U.S.C. § 1320a-7b(f)) or in any other government payment program; has not been debarred and (ii) listed on to the General Services Administrationbest of Consultant’s List of parties Excluded knowledge, is not under consideration to be disbarred by the Food and Drug Administration (the “FDA”) from Federal Procurement and Nonprocurement Programs; working in or (iii) debarred providing services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 (the “GDE Act”) (21 U.S.C. § 335(a) and (b)). To the best of Consultant’s knowledge, Consultant represents and warrants that Consultant has not engaged in any activity that could lead Consultant to become excluded or debarred as set forth above1992. Consultant further represents and warrants that Consultant does not and will not use in any capacity shall notify the services of any person excluded or debarred as set forth above. If Consultant is debarred or excluded as set forth aboveCompany immediately if, during the Term, Consultant agrees comes under investigation by the FDA for debarment or disqualification or is debarred or disqualified. Consultant shall notify the Company immediately if the FDA or any other regulatory authority requests permission to immediately notify Paciraor does inspect Consultant’s records in connection with the Services provided under this Agreement, and Consultant will deliver to the Company promptly all materials, correspondence, statements, forms, and records which Consultant receives, obtains or generates pursuant to any such inspection. (e) Consultant will not use any confidential information or trade secrets of any third party in his engagement by Company in violation of the terms of the agreements under which he had access to or knowledge of such confidential information or trade secrets. (f) During the Term of this Agreement shall automatically terminate as and for a period of one-year thereafter, if Consultant uses, recommends, or comments upon the date attributes of such exclusion any Company product or debarmentservice in connection with the treatment of a patient, without the requirement of notice from Pacira. Consultant further represents and warrants that in providing the Servicesa scientific or educational presentation or publication, a media interview, or any other third-party communication or interaction, Consultant shall be responsible for disclose that Consultant is or has been a paid consultant of Company and the fact of any other of Consultant’s own compliance financial relationships with all applicable local, state, federal and foreign laws and regulations. Consultant represents and warrants that all work product is and shall be Consultant’s original work (except for material in the public domain or provided by Pacira) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entityCompany.