Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. The Seller undertakes and warrants that: (a) Goods supplied to VICTREX shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislation; (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the Seller.

Seller’s Warranties. The Seller undertakes and warrants that: (a) Goods supplied to VICTREX shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislation; (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Conflict- Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- sub-contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, agents sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- sub-contractors and representatives of the Seller.

Seller’s Warranties. The Seller undertakes and warrants thatas follows: (a) Goods supplied to VICTREX shall Seller knows of no claims or encumbrances upon the property, other than those which will be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force paid at the time of deliveryclosing; (b) all action required Seller knows of no alleged claims or litigation pending with regard to minimise the property; c) The property fully complies and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out owned and that any information which is relevant, utilized in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in complete accordance with all then laws, ordinances and regulations. Seller has received no notice or has no knowledge of any violation of any law, ordinance or regulation with respect to the property; d) Seller is not in default under any mortgage or land contract encumbering the property, and during the period commencing on the date of this Agreement and ending on the closing date, Seller shall make all the payments required to be made under such mortgage or land contract in the manner and times provided therein, and during this period, Seller shall perform all of Seller's other obligations as the mortgagor or vendee, as the case may be; e) Seller has no knowledge of any proposed special assessment affecting, or which may affect, the property; f) To the best of Seller's knowledge, the Premises have been used and operated in compliance with all applicable legislation and/or standardsfederal, including all provisions relating state and local laws and regulations related to health and safety and noise emissionair quality, water quality, waste disposal or management, hazardous or toxic substances, and the protection of health and environment. g) Seller shall provide all certificates reasonably requested by VICTREX has not disposed of any hazardous or toxic substances on or in the Premises and to evidence the best of Seller's compliance with such applicable legislationknowledge, the Premises and the groundwater beneath the Premises are free from environmental contamination of any kind. The Premises do not include any "underground storage tank," as that term is defined in the Hazardous Solid Waste Amendments of 1984 to the Resource Conservation and Recovery Act; (eh) without prejudice Such representations and warranties shall be deemed to the generality have been made again by Seller as of the warranty at clause 16(d) the closing date. Seller shall agrees to indemnify Buyer and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including, but not use in the supply limited to, reasonable attorneys' fees, resulting from any misrepresentation or breach of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel warranties set forth in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the Sellerthis paragraph.

Seller’s Warranties. The Seller undertakes represents and warrants to Lannett that: (a) Goods supplied It has full right and power to VICTREX shall be manufactured, enter into this Agreement and (where applicable) packaged, perform its obligations hereunder in accordance with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of deliveryits terms; (b) The Product and all action required components and ingredients thereof shall be manufactured and delivered in strict compliance with: (i) the Product Specifications; (ii) the terms of this Agreement; (iii) the methods processes and procedures, including the site manufacture, together with all applicable regulatory requirements relating to minimise and eliminate any risk to health and safety resulting from use the manufacture of the Goods Product; (iv) all applicable United States state and federal laws, rules and regulations, including, but not limited to, the provisions of the United States Federal Food, Drug and Cosmetic Act (the “FFDCA”), and Public Health Service Act and The Patient Production and Affordable Care Act as amended from time to time (collectively, the “Acts”), and cGMPs; and (v) all quality control procedures and associated test methods for the purpose manufacturing process as developed by Seller in conformance with the Quality Agreement (defined below) attached hereto and incorporated by reference herein as Exhibit E and acceptance specifications and test methods for which they are designed has been carried out the Product as jointly approved by Seller and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried outLannett; (c) it has disclosed The Product does not include any circumstances known components or ingredients that would cause the Product to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods)degrade over time; (d) all Goods and Services Seller shall be supplied not deviate from manufacturing Product in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and Section 4.1(b) without the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislationprior written consent of a duly authorized representative of Lannett; (e) without prejudice Good and valid title to the generality of Product will pass to Lannett upon delivery by Seller to Lannett at the warranty at clause 16(d) the Seller shall not use shipping address set forth in the supply applicable Purchase Order, free and clear of the Goods and Services materials sourced directly all third party liens, security interests, claims and/or encumbrances of any kind or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areasnature; (f) all Services supplied All manufacturing, packaging and testing procedures utilized under this Agreement have been or shall be validated under the Acts. (g) Prior to VICTREX Lannett issuing its first Purchase Order to Seller pursuant to this Agreement (and in any event, within ninety (90) days after the Effective Date), the Parties shall enter into an agreement specifying the Parties’ respective responsibilities for storage, release, quality control and quality assurance with respect to the Product (the “Quality Agreement”). The Quality Agreement is not intended and shall not be construed to limit any of the rights and obligations of the parties set forth in this Agreement. Subject to the foregoing, to the extent possible, the Quality Agreement will be interpreted with the terms set forth in this Agreement. If there is any conflict or inconsistency between the terms of the Quality Agreement and the terms set forth in this Agreement, however, the terms set forth in this Agreement shall control; ​ ​ -11- ​ 121181118.v1 (h) The Product has a shelf life of three (3) years. All Product supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for Seller under this Agreement shall have eighty percent (80%) of its maximum shelf life remaining at the provision time of delivery of such Services and will comply in every respect with all Specifications Product to Lannett (whether provided or specified by VICTREX to the Sellerits designee); (gi) Seller has obtained and, at all times during the term of provision of Goods and/or Services this Agreement, shall maintain, all registrations, permits, licenses and approvals required by regulatory authorities and other governmental authorities in order for Seller to VICTREX the Seller shall carry insurance cover in such amount manufacture and supply Product to Lannett, and otherwise to perform its obligations, under this Agreement and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Servicesaccordance with applicable laws; and (hj) Neither Seller, nor any of its Affiliates, nor any of their respective employees have been “debarred” or suspended by the Seller will bring FDA, or subject to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved a similar sanction from any regulatory authority in any way jurisdiction outside the United States, nor have debarment proceedings against Seller, any of its Affiliates, or any of their respective employees been commenced. Seller shall not, in the provision performance of Services to VICTREXits obligations, under this Agreement use the requirement services of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the Sellerany person so “debarred” or suspended.

Seller’s Warranties. The Seller undertakes and warrants that: (a) Goods supplied to VICTREX IDCM shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX IDCM and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREXIDCM) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX IDCM in writing upon acceptance of the Purchase Order. VICTREX IDCM has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX IDCM in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX IDCM may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX IDCM to evidence the Seller's compliance with such applicable legislation; (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Conflict- Affected and High-Risk Areas; (f) all Services supplied to VICTREX IDCM will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX IDCM instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX IDCM to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX IDCM the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX IDCM shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX IDCM premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREXIDCM, the requirement of VICTREX IDCM health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- sub-contractors and representatives of the Seller.

Seller’s Warranties. The Seller undertakes represents and warrants that: (a) Goods supplied to VICTREX shall be manufactured: It is a Municipal Authority, duly organized, validly existing and (where applicable) packagedin good standing under the laws of the Commonwealth of Pennsylvania, with competence full power and due careauthority to make, be execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings this Agreement have been carried out; (c) duly authorized by all necessary actions on the part of Seller and this Agreement constitutes a valid obligation of Seller enforceable against it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with its terms. It has good and marketable title to all then applicable legislation and/or standards, including Emission Reduction Benefits arising out of the XXX Creation Activities that are made available to Blue Source for resale and that such Emission Reduction Benefits shall be free and clear of all provisions relating to health and safety and noise emission, and the encumbrances of any kind. Seller shall provide immediately transfer title to and transfer or otherwise convey the ERBs to a third party purchaser or to Blue Source upon notice from Blue Source that such transfer is required pursuant to this Agreement or by a third party sale agreement. All Emission Reduction Benefits transferred to Blue Source shall be based on voluntary reductions of GHG emissions as a result of the XXX Creation Activities. Data provided to Blue Source or its authorized representatives for the determination of the quantity and quality of Emission Reduction Benefits shall be accurate in all certificates reasonably requested material respects. During the Term, Emission Reduction Benefits sold or available for sale to Blue Source pursuant to this Agreement shall not be sold, transferred or made available for use by VICTREX Seller to evidence any other person or entity for any other purpose. Seller will not claim any of the Seller's compliance ERBs delivered or sold to Blue Source under this Agreement as part of its own carbon inventory, carbon footprint, or other carbon statement or declaration without disclosing, in conjunction with such applicable legislation; (e) without prejudice to claim, the generality general nature and impact of the warranty at clause 16(d) XXX transaction which is the subject of this Agreement. During the Term, Seller will provide in a timely manner all available and relevant information within Seller’s control necessary to allow Blue Source to evaluate, develop and market ERBs. Seller shall not use conduct any activities that will result in a Material Reduction of ERBs. At the supply Project is in material compliance with all applicable laws and shall remain in material compliance with all applicable laws during the Term. If Seller transfers ownership of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) Subject Properties during the term of provision of Goods and/or Services to VICTREX the Term, Seller shall carry insurance cover ensure that in conjunction with any such amount transfer: (i) Seller’s transferee shall assume all of Seller’s obligations toward Blue Source or otherwise, which are created pursuant to this Agreement; and in respect of (ii) Blue Source shall retain all rights afforded to Blue Source pursuant to this Agreement including, but not limited to, all rights to collect and market all ERBs generated by the Seller's obligations under Project throughout the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the SellerTerm.

Seller’s Warranties. The Seller undertakes hereby represents and warrants to Buyer as of the Effective Date and again as of COE that: (a) Goods supplied there are no unrecorded leases (other thax xhe Lease), liens or encumbrances which may affect title to VICTREX shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of deliveryProperty; (b) all action required to minimise and eliminate Seller's actual knowledge, no notice of violation has been issued with regard to any risk applicable regulation, ordinance, requirement, covenant, condition or restriction relating to health and safety resulting from the present use or occupancy of the Goods for the purpose for which they are designed has been carried out and that Property by any information which is relevantperson, in any way whatsoever, to risks to health authority or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried outagency having jurisdiction; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to actual knowledge, there are no intended public improvements which will or could result in any rights or remedies VICTREX may have charges being assessed against the Property which will result in respect of a lien upon the relevant Goods)Property; (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislationactual knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) without prejudice there are no suits or claims pending or to Seller's actual knowledge, threatened with respect to or in any manner affecting the generality Property, nor does Seller have actual knowledge of any circumstances which should or could reasonably form the warranty at clause 16(d) the Seller shall basis for any such suits or claims which have not use been disclosed in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areaswriting to Buyer by Seller; (f) all Services supplied Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to VICTREX sell the Property, or any portion thereof, to a third party and Seller will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of not enter into nor execute any such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller)agreement without Buyer's prior written consent; (g) during Seller has not and will not, without the term prior written consent of provision Buyer, take any action before any governmental authority having jurisdiction thereover, the object of Goods and/or Services which would be to VICTREX change the Seller shall carry insurance cover in such amount and in respect present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's obligations under the Contract and such risks as VICTREX shall require from time to timeactual knowledge, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection withthere are no pending proceedings, the provision object of which would be to change the Services; andpresent zoning or other land-use limitations; (h) the Seller this transaction will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under any of the Contracts and, to Seller's actual knowledge, no default of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller's obligations hereunder; (l) except for any item to be prorated at COE in accordance with this Agreement, all bills or other charges, cxxxs or expenses arising out of or in connection with or resulting from Seller's use, ownership, or operation of the provision Property up to COE shall be paid, when due, in full by Seller; (m) all xxneral real estate taxes, assessments and personal property taxes that have become due with respect to the Property have been paid or will be so paid by Seller prior to COE; (n) from the Effective Date hereof until COE or thx xarlier termination of Services this Agreement, Seller shall (i) oxxxate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to VICTREXthe date hereof, and shall perform in all material respects, its obligations under the Lease, (ii) not amend, modify or waive any material rights under the Lease, and (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Lease; (o) Except as set forth in this paragraph 13 (o), Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. "Hazardous Materials" shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a "hazardous substance" by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the requirement Federal Comprehensive Environmental Response Compensation and Liability Act of VICTREX health 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and safety requirements and contractors on-site requirements Recovery Act, as amended, and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors rules and representatives regulations adopted and promulgated pursuant to each of the Seller.foregoing;

Seller’s Warranties. ‌ The Seller undertakes and warrants that: (a) Goods supplied to VICTREX shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislation;legislation;‌ (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- sub-contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and site (c) recover from the Seller shall be responsible any costs incurred by VICTREX in obtaining substitute goods and/or services from a third party;‌‌‌‌‌‌ (d) require the Seller to re-perform the relevant Services; (e) where VICTREX has paid in advance for ensuring Services that such requirements are duly observed have not been provided by all such employees, agents, sub- contractors and representatives of the Seller and/or Goods which have not been delivered by the Seller, to have such sums refunded by the Seller; and/or (f) claim damages for any additional costs, loss or expenses incurred by VICTREX which are in any way attributable to the Seller's failure to meet such dates.

Seller’s Warranties. ‌ The Seller undertakes and warrants that: (a) Goods supplied to VICTREX INVIBIO shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX INVIBIO and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREXINVIBIO) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX INVIBIO in writing upon acceptance of the Purchase Order. VICTREX INVIBIO has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX INVIBIO in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX INVIBIO may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX INVIBIO to evidence the Seller's compliance with such applicable legislation;legislation;‌ (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Conflict- Affected and High-Risk Areas; (f) all Services supplied to VICTREX INVIBIO will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX INVIBIO instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX INVIBIO to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX INVIBIO the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX INVIBIO shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- sub-contractors of the Seller as shall be on VICTREX INVIBIO premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREXINVIBIO, the requirement of VICTREX INVIBIO health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- sub-contractors and representatives of the Seller.

Seller’s Warranties. The Seller undertakes hereby represents and warrants to Buyer as of the Effective Date and again as of CXX that: (a) Goods supplied there are no unrecorded leases (other than the Existing Leases, which will be terminated at or prior to VICTREX shall CXX and the Leases to be manufacturedentered into at CXX), and (where applicable) packaged, with competence and due care, be liens or encumbrances by or against Seller which may affect title to any of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of deliveryProperties; (b) all action required to minimise Seller’s knowledge, no notice of violation has been issued (and eliminate not previously cured) with regard to any risk applicable regulation, ordinance, requirement, covenant, condition or restriction relating to health and safety resulting from the present use or occupancy of any of the Goods for the purpose for which they are designed has been carried out and that Properties by any information which is relevantperson, in any way whatsoever, to risks to health authority or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried outagency having jurisdiction; (c) it has disclosed to Seller’s knowledge, there are no intended public improvements which will or could result in any circumstances known to the Seller which would reduce the lifespan charges being assessed against any of the Goods and, furthermore, hereby undertakes to inform VICTREX Properties which will result in writing of a lien upon any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods)Properties; (d) all Goods and Services shall be supplied to Seller’s knowledge, other than the notice of a partial condemnation received by Seller from the Georgia Department of Transportation with respect to the Property located in accordance with all then applicable legislation and/or standardsSavannah, including all provisions relating to health and safety and noise emissionGeorgia there is no impending or contemplated condemnation or taking by inverse condemnation of any of the Properties, and the Seller shall provide all certificates reasonably requested or any portion thereof, by VICTREX to evidence the Seller's compliance with such applicable legislationany governmental authorities; (e) without prejudice there are no suits or claims pending or to Seller’s knowledge, threatened with respect to or in any material manner affecting any of the Properties, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller (the foregoing averment does not extend to or include tax appeals, garnishments, employment claims or other suits or claims which only indirectly relate to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk AreasProperties); (f) all Services supplied Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to VICTREX sell any of the Properties, or any portion thereof, to a third party and Seller will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for the provision of not enter into nor execute any such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller)agreement without Buyer’s prior written consent; (g) during Seller has not and will not, without the term prior written consent of provision Buyer, take any action before any governmental authority having jurisdiction thereover, the object of Goods and/or Services which would be to VICTREX change the Seller shall carry insurance cover in such amount and in respect present zoning of or other land-use limitations, upon any of the Properties, or any portion thereof, or its potential use, and, to Seller's obligations ’s knowledge, after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Contract and such risks Transfer Documents, specimens of which are attached hereto as VICTREX shall require from time Exhibits; (j) to timeSeller’s knowledge, including (without prejudice to the generality no default of Seller exists under any of the foregoing) Product Liability and Public Liability insurances (or similar) in respect Contracts and, to Seller’s knowledge, no default of all employees, agents and sub- contractors any of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller as shall to enter into this Agreement and perform Seller’s obligations hereunder; (l) except for any item to be on VICTREX premises prorated at any time forCXX in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection withwith or resulting from Seller’s use, the provision ownership, or operation of any of the ServicesProperties up to CXX shall be paid in full by Seller; (m) all general real estate taxes, assessments and personal property taxes that have become due with respect to any of the Properties (except for those that will be prorated at CXX) have been paid or will be so paid by Seller prior to CXX; (n) between the Effective Date and CXX or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to any of the Properties; (o) Seller agrees that, between the Effective Date and CXX or any earlier termination of this Agreement, Seller shall, at its sole cost: (1) continue to operate each of the Properties as heretofore operated by Seller subject to Buyer’s rights under this Agreement to direct specific activities of Seller; (2) maintain or cause Tenant to maintain each of the Properties in its current condition and perform required and routine maintenance and make replacements of each part of the Properties that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or disfunctioning portion of any of the Properties that is tangible property (whether real or personal) as the relevant conditions require; (3) pay or cause Tenant to pay (as applicable) prior to CXX, all sums due for work, materials or services furnished or otherwise incurred in the ownership, use or operation of the Properties up to CXX; (4) comply or cause Tenant to comply with all governmental requirements applicable to the Properties; (5) except as required by a governmental agency, not place or permit to be placed on any portion of any of the Properties any new improvements of any kind or remove or permit any improvements to be removed from any of the Properties without the prior written consent of Buyer; (6) not restrict, rezone, file or modify any development plan or zoning plan or establish or participate in the establishment of any improvement district with respect to all or any portion of any of the Properties without Buyer’s prior written consent; and (h7) the without Buyer’s prior written consent, Seller will bring shall not, by voluntary or intentional act or omission to the attention of all employeesact, agentsfurther cause or create any easement, sub- contractors and representatives encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon any of the Properties or any portion thereof that effects title thereto; (p) Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any of the Properties of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as shall be involved in a “hazardous substance” by any way in the provision of Services to VICTREXfederal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the requirement Federal Comprehensive Environmental Response Compensation and Liability Act of VICTREX health 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and safety requirements and contractors on-site requirements Recovery Act, as amended, and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors rules and representatives regulations adopted and promulgated pursuant to each of the Seller.foregoing;

Seller’s Warranties. The Seller undertakes represents and warrants to Lannett that: (a) Goods supplied It has full right and power to VICTREX shall be manufactured, enter into this Agreement and (where applicable) packaged, perform its obligations hereunder in accordance with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of deliveryits terms; (b) The Product and all action required components and ingredients thereof shall be manufactured and delivered in strict compliance with: (i) the Product Specifications; (ii) the terms of this Agreement; (iii) the methods processes and procedures, including the site manufacture, together with all applicable regulatory requirements relating to minimise and eliminate any risk to health and safety resulting from use the manufacture of the Goods Product; (iv) all applicable United States state and federal laws, rules and regulations, including, but not limited to, the provisions of the United States Federal Food, Drug and Cosmetic Act (the “FFDCA”), and Public Health Service Act and The Patient Production and Affordable Care Act as amended from time to time (collectively, the “Acts”), and cGMPs; and (v) all quality control procedures and associated test methods for the purpose manufacturing process as developed by Seller in conformance with the Quality Agreement (defined below) attached hereto and incorporated by reference herein as Exhibit E and acceptance specifications and test methods for which they are designed has been carried out the Product as jointly approved by Seller and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried outLannett; (c) it has disclosed The Product does not include any circumstances known components or ingredients that would cause the Product to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods)degrade over time; (d) all Goods and Services Seller shall be supplied not deviate from manufacturing Product in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and Section 4.1(b) without the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislation;prior written consent of a duly authorized representative of Lannett; 106569863.v1 (e) without prejudice Good and valid title to the generality of Product will pass to Lannett upon delivery by Seller to Lannett at the warranty at clause 16(d) the Seller shall not use shipping address set forth in the supply applicable Purchase Order, free and clear of the Goods and Services materials sourced directly all third party liens, security interests, claims and/or encumbrances of any kind or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areasnature; (f) all Services supplied All manufacturing, packaging and testing procedures utilized under this Agreement have been or shall be validated under the Acts. (g) Prior to VICTREX Lannett issuing its first Purchase Order to Seller pursuant to this Agreement (and in any event, within ninety (90) days after the Effective Date), the Parties shall enter into an agreement specifying the Parties’ respective responsibilities for storage, release, quality control and quality assurance with respect to the Product (the “Quality Agreement”). The Quality Agreement is not intended and shall not be construed to limit any of the rights and obligations of the parties set forth in this Agreement. Subject to the foregoing, to the extent possible, the Quality Agreement will be interpreted with the terms set forth in this Agreement. If there is any conflict or inconsistency between the terms of the Quality Agreement and the terms set forth in this Agreement, however, the terms set forth in this Agreement shall control; (h) The Product has a shelf life of three (3) years. All Product supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX instructions for Seller under this Agreement shall have eighty percent (80%) of its maximum shelf life remaining at the provision time of delivery of such Services and will comply in every respect with all Specifications Product to Lannett (whether provided or specified by VICTREX to the Sellerits designee); (gi) Seller has obtained and, at all times during the term of provision of Goods and/or Services this Agreement, shall maintain, all registrations, permits, licenses and approvals required by regulatory authorities and other governmental authorities in order for Seller to VICTREX the Seller shall carry insurance cover in such amount manufacture and supply Product to Lannett, and otherwise to perform its obligations, under this Agreement and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Servicesaccordance with applicable laws; and (hj) Neither Seller, nor any of its Affiliates, nor any of their respective employees have been “debarred” or suspended by the Seller will bring FDA, or subject to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved a similar sanction from any regulatory authority in any way jurisdiction outside the United States, nor have debarment proceedings against Seller, any of its Affiliates, or any of their respective employees been commenced. Seller shall not, in the provision performance of Services to VICTREXits obligations, under this Agreement use the requirement services of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the Sellerany person so “debarred” or suspended.

Seller’s Warranties. The Seller undertakes and warrants thatas follows: (a) Goods supplied to VICTREX shall Seller knows of no claims or encumbrances upon the property, other than those which will be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force paid at the time of deliveryclosing; (b) all action required Seller knows of no alleged claims or litigation pending with regard to minimise the property; c) The property fully complies and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out owned and that any information which is relevant, utilized in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in complete accordance with all then laws, ordinances, and regulations. Seller has received no notice or has no knowledge of any violation of any law, ordinance, or regulation with respect to the property; d) Seller is not in default under any mortgage or land contract encumbering the property; and during the period commencing on the date of this Agreement and ending on the closing date, Seller shall make all the payments required to be made under such mortgage or land contract in the manner and times provided therein, and during this period, Seller shall perform all of Seller’s other obligations as the mortgagor or vendee, as the case may be; e) Seller has no knowledge of any proposed special assessment affecting, or which may affect, the property; f) To the best of Seller’s knowledge, the Premises have been used and operated in compliance with all applicable legislation and/or standardsfederal, including all provisions relating state, and local laws and regulations related to health and safety and noise emissionair quality, water quality, waste disposal or management, hazardous or toxic substances, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the Seller's compliance with such applicable legislationprotection of health and environment; (eg) without prejudice Seller has not disposed of any hazardous or toxic substances on or in the Premises and to the generality best of Seller’s knowledge, the Premises and the groundwater beneath the Premises are free from environmental contamination of any kind. The Premises do not include any “underground storage tank,” as that term is defined in the Hazardous Solid Waste Amendments of 1984 to the Resource Conservation and Recovery Act; h) Such representations and warranties shall be deemed to have been made again by Seller as of the warranty at clause 16(d) the closing date. Seller shall agrees to indemnify Buyer and hold it harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages, and losses, including, but not use in the supply limited to, reasonable attorneys’ fees, resulting from any misrepresentation or breach of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitable, qualified and experienced personnel warranties set forth in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- contractors and representatives of the Sellerthis paragraph.

Seller’s Warranties. ‌ The Seller undertakes and warrants that: (a) Goods supplied to VICTREX IDCM shall be manufactured, and (where applicable) packaged, with competence and due care, be of satisfactory quality and fit for the purposes for which they are required by VICTREX IDCM and shall comply in every respect with all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREXIDCM) in force at the time of delivery; (b) all action required to minimise and eliminate any risk to health and safety resulting from use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevant, in any way whatsoever, to risks to health or safety will be brought to the attention of VICTREX IDCM in writing upon acceptance of the Purchase Order. VICTREX IDCM has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX IDCM in writing of any such information that should at any time in the future come to the Seller's attention (with such disclosure to be without prejudice to any rights or remedies VICTREX IDCM may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX IDCM to evidence the Seller's compliance with such applicable legislation;legislation;‌ (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Conflict- Affected and High-Risk Areas; (f) all Services supplied to VICTREX IDCM will be supplied with competence and due care and skill by suitable, qualified and experienced personnel in accordance with VICTREX IDCM instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX IDCM to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX IDCM the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX IDCM shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX IDCM premises at any time for, or in connection with, the provision of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREXIDCM, the requirement of VICTREX IDCM health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed by all such employees, agents, sub- sub-contractors and representatives of the Seller.

Seller’s Warranties. The Seller undertakes expressly warrants that the Commodities covered hereunder will strictly comply and warrants that: conform to any specifications, drawings, or other descriptions set forth or incorporated by reference in this Agreement and any samples furnished by Adtran. All Commodities: (a) Goods supplied to VICTREX shall will be manufactured, free of defects in design and workmanship; (where applicableb) packaged, with competence and due care, will be of satisfactory quality merchantable and fit for purposes expressed in any specifications, drawings, or other descriptions which are a part of this Agreement; and (c) will conform to industry standards of performance and quality. Seller agrees to notify Adtran in advance of changes to its or its supplier's manufacturing process that may impact performance of the purposes for which they are required by VICTREX Commodities in Adtran's application. Seller further represents, with respect to intellectual property contained in the Commodities, that: (a) it has all right, title and shall comply interest in every respect with and to the Commodities and all relevant Specifications and any statute, statutory order, directive or regulation or relevant British Standard (or equivalent required expressly by VICTREX) in force at the time of delivery; associated intellectual property rights; (b) all action required it has no knowledge that the Commodities infringe, violate or misappropriate any third party’s intellectual property rights, and no third party has infringed, violated or misappropriated Supplier’s intellectual property rights; (c) there are no legal actions pending or threatened alleging any infringement, misappropriation or ownership of the Commodities; and (d) it is not subject to minimise and eliminate any risk to health and safety resulting from outstanding or protective order that may restrict or impair Adtrans’ or its customers’ use of the Goods for the purpose for which they are designed has been carried out and that any information which is relevantCommodities. Adtran's waiver, in any way whatsoeverrelease, to risks to health or safety approval of design, material, data, or drawings will be brought to the attention of VICTREX in writing upon acceptance of the Purchase Order. VICTREX has the right to demand and receive proof that the above undertakings have been carried out; (c) it has disclosed any circumstances known to the not relieve Seller which would reduce the lifespan of the Goods and, furthermore, hereby undertakes to inform VICTREX in writing of any such information that should warranty hereunder or any requirements under this Agreement. Articles not in conformity may, at any time in the future come Adtran's option, be returned to the Seller at Seller's attention (with such disclosure to be without prejudice to expense for repair, replacement, credit, or refund as Adtran may direct, or Adtran may retain same at a proper adjustment of price. The foregoing remedies are cumulative and do not limit or exclude any rights remedies provided by law or remedies VICTREX may have in respect of the relevant Goods); (d) all Goods and Services shall be supplied in accordance with all then applicable legislation and/or standards, including all provisions relating to health and safety and noise emission, and the Seller shall provide all certificates reasonably requested by VICTREX to evidence the equity. Seller's compliance with such applicable legislation; (e) without prejudice to the generality of the warranty at clause 16(d) the Seller shall not use in the supply of the Goods and Services materials sourced directly or indirectly from conflict-affected and high-risk territories and shall comply with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas; (f) all Services supplied to VICTREX will be supplied with competence and due care and skill by suitablewarranties, qualified and experienced personnel in accordance with VICTREX instructions for the provision of such Services and will comply in every respect with all Specifications (whether provided or specified by VICTREX to the Seller); (g) during the term of provision of Goods and/or Services to VICTREX the Seller shall carry insurance cover in such amount and in respect of the Seller's obligations under the Contract and such risks as VICTREX shall require from time to time, including (without prejudice to the generality of the foregoing) Product Liability and Public Liability insurances (or similar) in respect of all employees, agents and sub- contractors of the Seller as shall be on VICTREX premises at any time forservice policies, or in connection with, the provision similar undertakings of the Services; and (h) the Seller will bring to the attention of all employees, agents, sub- contractors and representatives of the Seller as shall be involved in any way in the provision of Services to VICTREX, the requirement of VICTREX health and safety requirements and contractors on-site requirements and the Seller shall be responsible for ensuring that such requirements are duly observed enforceable by all such employees, agents, sub- contractors Adtran's customers and representatives the users of the Commodities, as well as by Adtran. The foregoing warranty shall survive inspection, acceptance, and payment. Seller shall maintain general business liability insurance in amounts sufficient to cover Seller’s liability arising herein, and in no event less than one million dollars ($1,000,000 USD).