Common use of REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS Clause in Contracts

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party represents and warrants to the other Party that: (i) it is free to enter into the Agreement and has the full right and authority to do so; (ii) it has taken all corporate action necessary to authorize the execution and delivery of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It is the assignee of the Patent Rights covered by the Agreement; (b) It has the legal power to convey the rights granted to BioMedicines in the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56; (d) It has no knowledge of any adverse claims to the Patent Rights; (e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How; (g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and (i) To its best knowledge and belief, the reports and existing good laboratory compliance (GLP) statements provided on the Compound and Licensed Product are complete and accurate. 10.3 BioMedicines shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 10.6 BioMedicines shall defend, indemnify and hold Xxxxxx and its Affiliates and their respective officers, directors and employees harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation product liability), settlement amounts, costs or expenses whatsoever (including reasonable attorneys' fees and costs) arising from or relating to any claim, action or proceeding made or brought against such person or party by a third party as a result of BioMedicines' development, use, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless such liability arises from Xxxxxx'x negligent act or omission.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party (a) the Service Provider represents and warrants to the other Party Client that: : (i) it is free It has the right and capacity to enter into the this Agreement and has the full right and authority to do so; fully perform all of its obligations hereunder; (ii) it has taken all corporate action necessary shall use commercially reasonable efforts to authorize perform the execution Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and delivery of the Agreement and the performance of its obligations under the Agreement; shall provide such Services in a professional manner consistent with industry standards. (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the executionOTHER THAN THE EXPRESS WARRANTIES STATED ABOVE, delivery and performance of the Agreement will not violate any provision ofTHE SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, conflict with or result in any breach of any of the terms ofEITHER EXPRESS OR IMPLIED, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It is the assignee of the Patent Rights covered by the Agreement; (b) It has the legal power to convey the rights granted to BioMedicines in the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56; (d) It has no knowledge of any adverse claims to the Patent Rights; (e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How; (g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and (i) To its best knowledge and belief, the reports and existing good laboratory compliance (GLP) statements provided on the Compound and Licensed Product are complete and accurate. 10.3 BioMedicines shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT RELATION TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/ OR FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX IN NO EVENT SHALL NOT HOSTCO BE LIABLE UNDER ANY CONTRACTLIABLE, NEGLIGENCEDIRECTLY OR INDIRECTLY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGESOR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, OR AS A RESULT OF ANY INTERRUPTION OF SERVICE. 10.6 BioMedicines (b) Client Represents and warrants to the Service Provider that: (i) It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder; (ii) All Client Content provided hereunder shall defendbe wholly original to the Client or the Client has acquired the necessary rights from third parties to contribute such Client Content and include it in the Website, and Client Content shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right. (iii) Client shall not, nor shall it allow, authorise or assist any third party to, use the Website for any illegal purpose whatsoever. (c) Each of the Parties hereto agree to indemnify and hold Xxxxxx save harmless the other, and any of its Affiliates respective successors, licensees and their respective officersassigns, directors and employees harmless from and against any and all claims, demands, losses, damagescosts, liabilities (including without limitation product liability)liabilities, settlement amounts, costs or damages and expenses whatsoever (including reasonable attorneys' fees and costslawyers fees) arising from or relating to resulting any claimbreach of any representation, action or proceeding made or brought against such person or party by a third party as a result of BioMedicines' development, use, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless such liability arises from Xxxxxx'x negligent act or omissionwarranty and/or covenant under this Agreement.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party (a) WebSan represents and warrants to the other Party Company that: : (i) it is free It has the right and capacity to enter into the this Agreement and has the full right and authority to do so; fully perform all of its obligations hereunder; (ii) it has taken all corporate action necessary shall use commercially reasonable efforts to authorize perform the execution Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and delivery of the Agreement and the performance of its obligations under the Agreement; shall provide such Services in a professional manner consistent with industry standards. (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the executionOTHER THAN THE EXPRESS WARRANTIES STATED ABOVE, delivery and performance of the Agreement will not violate any provision ofWEBSAN MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, conflict with or result in any breach of any of the terms ofEITHER EXPRESS OR IMPLIED, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It is the assignee of the Patent Rights covered by the Agreement; (b) It has the legal power to convey the rights granted to BioMedicines in the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56; (d) It has no knowledge of any adverse claims to the Patent Rights; (e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How; (g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and (i) To its best knowledge and belief, the reports and existing good laboratory compliance (GLP) statements provided on the Compound and Licensed Product are complete and accurate. 10.3 BioMedicines shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT RELATION TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX IN NO EVENT SHALL NOT WEBSAN BE LIABLE UNDER ANY CONTRACTLIABLE, NEGLIGENCEDIRECTLY OR INDIRECTLY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGESOR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, OR AS A RESULT OF ANY INTERRUPTION OF SERVICE. 10.6 BioMedicines (b) Company Represents and warrants to WebSan that: (i) It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder; (ii) All Company data provided hereunder shall defendbe wholly original to the Company, and Company data shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right. (iii) Company shall not, nor shall it allow, authorize or assist any third party to, use the system for any illegal purpose whatsoever. (c) Each of the Parties hereto agree to indemnify and hold Xxxxxx save harmless the other, and any of its Affiliates respective successors, licensees and their respective officersassigns, directors and employees harmless from and against any and all claims, demands, losses, damagescosts, liabilities (including without limitation product liability)liabilities, settlement amounts, costs or damages and expenses whatsoever (including reasonable attorneys' fees and costslawyers’ fees) arising from or relating to resulting any claimbreach of any representation, action or proceeding made or brought against such person or party by a third party as a result of BioMedicines' development, use, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless such liability arises from Xxxxxx'x negligent act or omissionwarranty and/or covenant under this Agreement.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 4.1 Xxxxxxxxxxx hereby represents and warrants as of the Effective Date: (a) to each of the Current Working Interest Holders that it has the requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated herein; and (b) to Xxxxxxxx that the Shares, when issued, will be duly and validly created and authorized and will be issued and delivered as fully paid and non-assessable. 4.2 Each Party of the Current Working Interest Holders hereby individually represents and warrants to Xxxxxxxxxxx as of the other Party thatEffective Date, during the Earning Period and as of the later of: (i) it is free the date on which Xxxxxxxxxxx becomes entitled to enter into the Agreement and has the full right and authority to do soa Farm-In Interest; or (ii) it has taken all corporate action necessary to authorize the execution and delivery date of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware transfer of any impediment that would inhibit its ability Farm-In Interest to perform in all material respects its obligations Xxxxxxxxxxx under the this Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It it is the assignee registered, legal and beneficial holder of a the Patent Rights covered by Working Interest in the AgreementLicenses described in the definition of “Current Working Interest Holders”, which Working Interest has been granted free of encumbrances, except for those encumbrances described in Schedule A hereto; (b) It has it is entitled to assign its share of the legal power Working Interest to convey Xxxxxxxxxxx in the rights granted to BioMedicines in manner contemplated by the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights Licenses are in good standing and it has disclosed in full force and effect, all legal requirements relating to the United States Patent Licenses have been duly complied with, and Trademark office all information "material the Licenses are not subject to patentability," as such is defined in 37 C.F.R. Section 1.56current cancellation or forfeiture for any reason; (d) It has no knowledge except as disclosed in Schedule A, the Licenses are not subject to any encumbrances, including caveats, mortgages, charges, liens, pledges, bills of sale, hypothecations or other security interests, adverse equities, royalties, warrants, claims or interests of any adverse claims third person registered or existing against or relating to the Patent RightsLicenses; (e) All patent applications included no notices have been issued in respect of the Patent Rights are pending and have Licenses which require a Party to undertake or desist from any action including but not been abandoned and are enforceable limited to any requirement pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.the Petroleum Act or an Environmental Law; (f) To its best knowledge and beliefthere is no litigation, as investigation or proceedings of the Effective Date, there are no asserted any nature whatsoever concerning or unasserted claim or demand which may be enforced impact the Licenses pending or threatened against any it, or in the case of the Patent Rights or Know-How;Xxxxxxxx against HEC; and (g) To its best knowledge and belief, that the cumulative overriding royalty of 5% granted under Assignment of Overriding Royalty Interest Agreements on the Effective Date Licenses dated June 8, 2006 among ACOR, Xxxxxx and Australia Grazing & Pastoral Co Pty Ltd, constitutes the practice of any processes and/or products disclosed in only overriding royalty to which the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict Licenses are subject with the rights granted to BioMedicines pursuant to the Agreement; and (i) To its best knowledge and belief, the reports and existing good laboratory compliance (GLP) statements provided exception of such other amounts as may be detailed as “Encumbrances” on the Compound and Licensed Product are complete and accurateSchedule A hereto. 10.3 BioMedicines 4.3 Each Party (the “Indemnifying Party”) shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 10.6 BioMedicines shall defend, indemnify and hold Xxxxxx and its Affiliates and their respective officers, directors and employees save each of the other Parties harmless from and against any and all actions, claims, demands, losses, damages, liabilities costs and expenses (including without limitation product liability)all legal and other professional charges on a full solicitor/client indemnity basis) and other liability whatsoever which may be incurred, settlement amountssuffered or sustained by such other Parties should any of the representations or warranties of the Indemnifying Party set forth in this Article 4 be, or prove to be, incorrect. 4.4 Xxxxxxxx shall be liable for and indemnify Xxxxxxxxxxx for all costs or expenses whatsoever (including reasonable attorneys' fees liabilities arising against Xxxxxxxxxxx and costs) arising from or relating to any claimits directors, action or proceeding made or brought against such person or party by a third party officers, employees and agents which may arise as a result of BioMedicines' developmentany work, useexploration and other activities on the Licenses undertaken prior to the Effective Date, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless all costs, expenses or liabilities for consequential, direct or indirect damages and losses, pollution control and environmental amelioration or rehabilitation. 4.5 Each of the Current Working Interest Holders and HEC acknowledge that the Existing Farmin Agreement has not been terminated and that once drilling obligations sufficient to satisfy the earning obligations of Xxxxxxxx under the Existing Farmin Agreement have been completed, Xxxxxxxx will be deemed to have satisfied all of its earning obligations under the Existing Farmin Agreement such liability arises from Xxxxxx'x negligent act that neither ACOR or omissionSkahai shall have any right to require Xxxxxxxx to transfer back its interest in either License.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 4.1 Each Party of the TN Companies hereby represent and warrant as of the Effective Date: (a) to each of the Current Working Interest Holders that it has the requisite power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated herein; and (b) to the Current Working Interest Holders that the Shares, when issued, will be duly and validly created and authorized and will be issued and delivered as fully paid and non-assessable. 4.2 Each of the Current Working Interest Holders hereby individually represents and warrants to the other Party thatTN Companies as of the Effective Date, during the Earning Period and as of the later of: (i) it is free the date on which Terra Nova becomes entitled to enter into the Agreement and has the full right and authority to do soa Working Interest; or (ii) it has taken all corporate action necessary to authorize the execution and delivery date of the Agreement and the performance of its obligations under the Agreement; (iii) it is not aware transfer of any impediment that would inhibit its ability Working Interest to perform in all material respects its obligations Terra Nova under the this Agreement; and (iv) the execution, delivery and performance of the Agreement will not violate any provision of, conflict with or result in any breach of any of the terms of, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It it is the assignee registered, legal and beneficial holder of a the Working Interest in the Licenses described in the definition of “Current Working Interest Holders”, which Working Interest has been granted free of encumbrances, except for those encumbrances described in Schedule A hereto and less any portion of the Patent Rights covered by the Working Interest which may have been previously transferred to Terra Nova pursuant to this Agreement; (b) It has it is entitled to assign its share of the legal power Working Interest to convey Terra Nova in the rights granted to BioMedicines in manner contemplated by the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights Licenses are in good standing and it has disclosed in full force and effect, all legal requirements relating to the United States Patent Licenses have been duly complied with, and Trademark office all information "material the Licenses are not subject to patentability," as such is defined in 37 C.F.R. Section 1.56current cancellation or forfeiture for any reason; (d) It has no knowledge except as disclosed in Schedule A, the Licenses are not subject to any encumbrances, including caveats, mortgages, charges, liens, pledges, bills of sale, hypothecations or other security interests, adverse equities, royalties, warrants, claims or interests of any adverse claims third person registered or existing against or relating to the Patent Rights;Licenses; Oil & Gas Farm-In Agreement with Terra Nova (e) All patent applications included no notices have been issued in respect of the Patent Rights are pending and have Licenses which require a Party to undertake or desist from any action including but not been abandoned and are enforceable limited to any requirement pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.the Petroleum Act or an Environmental Law; (f) To its best knowledge there is no litigation, investigation or proceedings of any nature whatsoever concerning or which may impact the Licenses pending or threatened against it, or in the case of Xxxxxxxx against HEC; and (g) notwithstanding the merger of PEL 108 and belief109 into PEL 444, the overriding royalty granted under Assignment of Overriding Royalty Interest Agreements on the Licenses dated June 8, 2006 among ACOR, Xxxxxx and Australia Grazing & Pastoral Co Pty Ltd is a 5% royalty and constitutes the only overriding royalty to which the Licenses are subject with the exception of such amounts payable to parties other than the Australia Grazing & Pastoral Co Pty Ltd which are detailed as “Encumbrances” on Schedule A hereto. 4.3 The Parties make the following representations and warranties to each other as of the Effective Date, there are no asserted during the Earning Period and as of the later of: (i) the date on which Terra Nova becomes entitled to a Working Interest; or unasserted claim (ii) the date of the transfer of any Working Interest to Terra Nova under this Agreement, that: (a) each Party which is a corporate entity is duly organized and validly existing under the laws of the country where it is organized. To the extent required, each Party will at all material times be qualified to conduct business in each jurisdiction necessary to perform this Agreement. Each Party has all requisite power and authority (corporate or demand which otherwise) to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Party and constitutes a legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be enforced against any of the Patent Rights or Know-Howlimited by applicable law; (gb) To its the execution, delivery, and performance of this Agreement by each Party, the consummation of the transactions contemplated hereby, and the compliance with the provisions hereof will not, to the best of each Party's knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and: (i) To its best knowledge violate any applicable law, regulation, judgment, decree or award or a governmental authority having jurisdiction; (ii) contravene the organization documents of a Party; or (iii) result in a violation of a term or provision, or constitute a default or accelerate the performance of an obligation under any contract or agreement executed by a Party hereto; (c) other than the Post Execution Consents, no authorization, approval or consent of any shareholder, court or governmental authority or agency (domestic or foreign) is required to be obtained by a Party in connection with the execution and beliefdelivery of, and the reports performance of and existing good laboratory compliance (GLP) statements provided on with the Compound and Licensed Product are complete and accurateterms of this Agreement by such Party. 10.3 BioMedicines 4.4 Each Party (the “Indemnifying Party”) shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 10.6 BioMedicines shall defend, indemnify and hold Xxxxxx and its Affiliates and their respective officers, directors and employees save each of the other Parties harmless from and against any and all actions, claims, demands, losses, damages, liabilities costs and expenses (including without limitation product liability)all legal and other professional charges on a full solicitor/client indemnity basis) and other liability whatsoever which may be incurred, settlement amountssuffered or sustained by such other Parties should any of the representations or warranties of the Indemnifying Party set forth in this Article 4 be, or prove to be, incorrect. 4.5 The Current Working Interest Holders shall be liable for and indemnify Terra Nova for all costs or expenses whatsoever (including reasonable attorneys' fees liabilities arising against Terra Nova and costs) arising from or relating to any claimits directors, action or proceeding made or brought against such person or party by a third party officers, employees and agents which may arise as a result of BioMedicines' developmentany work, useexploration and other activities on the Licenses undertaken prior to the Effective Date, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless all costs, expenses or liabilities for consequential, direct or indirect damages and losses, pollution control and environmental amelioration or rehabilitation. Oil & Gas Farm-In Agreement with Terra Nova 4.6 Each of the Current Working Interest Holders and HEC acknowledge that the Existing Farmin Agreement is in good standing, without default, has not been terminated and that once drilling obligations sufficient to satisfy the earning obligations of Xxxxxxxx under the Existing Farmin Agreement have been completed, Xxxxxxxx will be deemed to have satisfied all of its earning obligations under the Existing Farmin Agreement such liability arises that neither ACOR or Xxxxxx shall have any right to require Xxxxxxxx to transfer back its Working Interest in either License. In addition, ACOR and Xxxxxx agree that if Terra Nova earns a Working Interest in the Licenses pursuant to this Agreement but Xxxxxxxx is required, for whatever reason, to transfer its Working Interest back to ACOR and Xxxxxx, then XXXX and Xxxxxx will, notwithstanding any provision to the contrary contained in this Agreement, on a pro-rata basis transfer to Terra Nova from Xxxxxx'x negligent act their Working Interest all or omissiona that portion of the Farm-In Interest that Terra Nova has earned hereunder.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS. 10.1 Each Party (a) ContractCoach represents and warrants to the other Party Client that: : (i) it is free It has the right and capacity to enter into the this Agreement and has the full right and authority to do so; fully perform all of its obligations hereunder; (ii) it has taken all corporate action necessary shall use commercially reasonable efforts to authorize perform the execution Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and delivery of the Agreement and the performance of its obligations under the Agreement; shall provide such Services in a professional manner consistent with industry standards. (iii) it is not aware of any impediment that would inhibit its ability to perform in all material respects its obligations under the Agreement; and (iv) the executionOTHER THAN THE EXPRESS WARRANTIES STATED ABOVE, delivery and performance of the Agreement will not violate any provision ofCONTRACTCOACH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, conflict with or result in any breach of any of the terms ofEITHER EXPRESS OR IMPLIED, or constitute a default under either Party's respective certificate of incorporation, by-laws, or any material indenture, lease, agreement or other material instrument to which it is a party, or any decree, judgment or order applicable to such party or any law, statute, rule or regulation applicable to such party. 10.2 Xxxxxx hereby represents to BioMedicines that: (a) It is the assignee of the Patent Rights covered by the Agreement; (b) It has the legal power to convey the rights granted to BioMedicines in the Agreement; (c) It has no knowledge of any facts which would rebut the presumption of validity accorded any issued patents within the Patent Rights and it has disclosed to the United States Patent and Trademark office all information "material to patentability," as such is defined in 37 C.F.R. Section 1.56; (d) It has no knowledge of any adverse claims to the Patent Rights; (e) All patent applications included in the Patent Rights are pending and have not been abandoned and are enforceable pursuant to a valid assignment; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (f) To its best knowledge and belief, as of the Effective Date, there are no asserted or unasserted claim or demand which may be enforced against any of the Patent Rights or Know-How; (g) To its best knowledge and belief, on the Effective Date the practice of any processes and/or products disclosed in the Patent Rights or Know-How do not infringe upon any Third Party patents; (h) Xxxxxx has not entered into any agreement with any Third Party which is in conflict with the rights granted to BioMedicines pursuant to the Agreement; and (i) To its best knowledge and belief, the reports and existing good laboratory compliance (GLP) statements provided on the Compound and Licensed Product are complete and accurate. 10.3 BioMedicines shall obtain and maintain at all times and at its own expense adequate insurance to cover any risk of injury to humans that may arise out of activities contemplated in this Agreement with respect to the Compound or Licensed Products. 10.4 BioMedicines represents and warrants that it shall comply with all applicable laws and regulations, including Food, Drugs and Cosmetics Act, current Good Clinical Practices and investigational new drug regulations and applicable guidelines. 10.5 ANY MATERIALS PROVIDED BY XXXXXX PURSUANT RELATION TO THE AGREEMENT ARE PROVIDED "AS IS" WITHOUT SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS OR MERCHANTABILITY FOR ANY PARTICULAR PURPOSE. TO THE EXTENT PROVIDED BY LAW. XXXXXX IN NO EVENT SHALL NOT ContractCoach BE LIABLE UNDER ANY CONTRACTLIABLE, NEGLIGENCEDIRECTLY OR INDIRECTLY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABILITY THEORY FOR ANY INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGESOR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, OR AS A RESULT OF ANY INTERRUPTION OF SERVICE. 10.6 BioMedicines (b) Client Represents and warrants to ContractCoach that: (i) It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder; (ii) All Client Content provided hereunder shall defendbe wholly original to the Client or the Client has acquired the necessary rights from third parties to contribute such Client Content and include it in the Website, and Client Content shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right. (iii) Client shall not, nor shall it allow, authorize or assist any third party to, use the Website for any illegal purpose whatsoever. (c) Each of the Parties hereto agree to indemnify and hold Xxxxxx save harmless the other, and any of its Affiliates respective successors, licensees and their respective officersassigns, directors and employees harmless from and against any and all claims, demands, losses, damagescosts, liabilities (including without limitation product liability)liabilities, settlement amounts, costs or damages and expenses whatsoever (including reasonable attorneys' fees and costslawyers fees) arising from or relating to resulting any claimbreach of any representation, action or proceeding made or brought against such person or party by a third party as a result of BioMedicines' development, use, manufacture, marketing or sale of Licensed Product or Compound (including without limitation product liability claims) unless such liability arises from Xxxxxx'x negligent act or omissionwarranty and/or covenant under this Agreement.