Common use of Tutogen Clause in Contracts

Tutogen. 8.1.1 Tutogen has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been validly authorized by Tutogen. 8.1.2 Tutogen has the right to grant to Sulzer the rights and licenses granted in this Agreement. 8.1.3 As of the date of this Agreement, and to the best of its knowledge and belief, neither the processing of, nor the use of, nor the collection of fees related to the Processed Tissues in the Territory constitutes a misuse or misappropriation of confidential information or trade secrets or a breach of confidence, and does not infringe or violate any valid patent, trademark, or copyright or any other intellectual property rights of any third party. Tutogen has disclosed to Sulzer all patents and other intellectual property rights which, to Tutogen's knowledge, may have a material effect on Sulzer's ability to make available the Processed Tissues. 8.1.4 Tutogen has not received notice that the processing of, use of, or collection of service fees related to the Processed Tissues violates any patent rights or any other intellectual property right or constitutes a misappropriation or misuse of trade secrets or proprietary information. 8.1.5 Tutogen shall promptly notify Sulzer of any claim of infringement or misappropriation relating to the Processed Tissues. 8.1.6 To the best of Tutogen's knowledge and belief, Tutogen's procurement of donor allograft tissue complies fully with all laws of the country in which the donor tissue is collected, including all national, regional, and local laws. 8.1.7 To the best of Tutogen's knowledge and belief, Tutogen possesses all governmental and other approvals required for the collection and processing of donor allograft tissue, and Tutogen shall use reasonable efforts to maintain all such approvals throughout the term of this Agreement. 8.1.8 To the best of Tutogen's knowledge and belief, Tutogen's distribution of the Processed Tissues as contemplated under this Agreement complies fully with the United States National Organ Transplant Act ("NOTA"), 42 U.S.C. section 274e. Tutogen shall give Sulzer immediate notice in the event that Tutogen becomes aware of an investigation or inquiry from any regulatory or governmental authority of a potential violation of NOTA. 8.1.9 For a period of 12 months from the date of Tutogen's delivery to a user, each Processed Tissue shall be free from defects in material, manufacturing, and workmanship, including, but not limited to, disease, excluding defects caused by the abuse, misuse, neglect, or by improper testing, handling, storage, or use by a party other than Tutogen. 8.1.10 During the term of this Agreement, except as required by law or by a pre-existing contractual obligation of Tutogen, Tutogen will not, directly or through an Affiliate, assign, sell, transfer, convey, or otherwise alienate in whole or in part any right to receive donated allograft bone tissue without the prior written agreement of Sulzer.

Tutogen. Tutogen represents and warrants to Sulzer, as follows: 8.1.1 Tutogen has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been validly authorized by Tutogen. 8.1.2 Tutogen has the right to grant to Sulzer the rights and licenses granted in this Agreement. 8.1.3 As of the date of this Agreement, and to the best of its knowledge and belief, neither the processing ofmanufacture, nor the use ofuse, nor the collection sale of fees related to the Processed Tissues Products in the Territory constitutes a misuse or misappropriation of confidential information or trade secrets or a breach of confidence, and does not infringe or violate any valid patent, trademark, or copyright or any other intellectual property rights of any third party. Tutogen has disclosed to Sulzer all patents and other intellectual property rights which, to Tutogen's ’s knowledge, may have a material effect on Sulzer's ’s ability to make available market the Processed TissuesProducts. 8.1.4 Tutogen has not received notice that the processing ofmanufacture, use ofuse, or collection sale of service fees related to the Processed Tissues Products violates any patent rights or any other intellectual property right or constitutes a misappropriation or misuse of trade secrets or proprietary information. 8.1.5 Tutogen shall promptly notify Sulzer of any claim of infringement or misappropriation relating to the Processed TissuesProducts. 8.1.6 To the best of Tutogen's ’s knowledge and belief, Tutogen's ’s procurement of donor allograft tissue complies fully with all laws of the country in which the donor tissue is collected, including all national, regional, and local laws. 8.1.7 To the best of Tutogen's ’s knowledge and belief, Tutogen possesses all governmental and other approvals required for the collection and processing of donor allograft tissue, and Tutogen shall use commercially reasonable efforts to maintain all such approvals throughout the term of this Agreement. 8.1.8 To the best of Tutogen's knowledge and belief, Tutogen's distribution of the Processed Tissues as contemplated under this Agreement complies fully with the United States National Organ Transplant Act ("NOTA"), 42 U.S.C. section 274e. Tutogen shall give Sulzer immediate notice in the event that Tutogen becomes aware of an investigation or inquiry from any regulatory or governmental authority of a potential violation of NOTA. 8.1.9 For a period of 12 months from the date of Tutogen's ’s delivery to a userSulzer, each Processed Tissue Product shall be free from defects in material, manufacturing, and workmanship, including, but not limited to, disease, excluding defects caused by the abuse, misuse, neglect, or by improper testing, handling, storage, or use by a party other than Tutogen. 8.1.10 8.1.9 During the term of this Agreement, except as required by law or by a pre-existing contractual obligation of Tutogen, Tutogen will not, directly or through an Affiliate, assign, sell, transfer, convey, or otherwise alienate in whole or in part any right to receive donated allograft bone tissue without the prior written agreement of Sulzer.

Tutogen. 8.1.1 Tutogen has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been validly authorized by Tutogen. 8.1.2 Tutogen has the right to grant to Sulzer the rights and licenses granted in this Agreement. 8.1.3 As of the date of this Agreement, and to the best of its knowledge and belief, neither the processing ofmanufacture, nor the use ofuse, nor the collection sale of fees related to the Processed Tissues Products in the Territory constitutes a misuse or misappropriation of confidential information or trade secrets or a breach of confidence, and does not infringe or violate any valid patent, trademark, or copyright or any other intellectual property rights of any third party. Tutogen has disclosed to Sulzer all patents and other intellectual property rights which, to Tutogen's knowledge, may have a material effect on Sulzer's ability to make available market the Processed TissuesProducts. 8.1.4 Tutogen has not received notice that the processing ofmanufacture, use ofuse, or collection sale of service fees related to the Processed Tissues Products violates any patent rights or any other intellectual property right or constitutes a misappropriation or misuse of trade secrets or proprietary information. 8.1.5 Tutogen shall promptly notify Sulzer of any claim of infringement or misappropriation relating to the Processed TissuesProducts. 8.1.6 To the best of Tutogen's knowledge and belief, Tutogen's procurement of donor allograft tissue complies fully with all laws of the country in which the donor tissue is collected, including all national, regional, and local laws. 8.1.7 To the best of Tutogen's knowledge and belief, Tutogen possesses all governmental and other approvals required for the collection and processing of donor allograft tissue, and Tutogen shall use commercially reasonable efforts to maintain all such approvals throughout the term of this Agreement. 8.1.8 To the best of Tutogen's knowledge and belief, Tutogen's distribution of the Processed Tissues as contemplated under this Agreement complies fully with the United States National Organ Transplant Act ("NOTA"), 42 U.S.C. section 274e. Tutogen shall give Sulzer immediate notice in the event that Tutogen becomes aware of an investigation or inquiry from any regulatory or governmental authority of a potential violation of NOTA. 8.1.9 For a period of 12 months from the date of Tutogen's delivery to a userSulzer, each Processed Tissue Product shall be free from defects in material, manufacturing, and workmanship, including, but not limited to, disease, excluding defects caused by the abuse, misuse, neglect, or by improper testing, handling, storage, or use by a party other than Tutogen. 8.1.10 8.1.9 During the term of this Agreement, except as required by law or by a pre-existing contractual obligation of Tutogen, Tutogen will not, directly or through an Affiliate, assign, sell, transfer, convey, or otherwise alienate in whole or in part any right to receive donated allograft bone tissue without the prior written agreement of Sulzer.

Tutogen. Tutogen represents and warrants to Sulzer, as follows: 8.1.1 Tutogen has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been validly authorized by Tutogen. 8.1.2 Tutogen has the right to grant to Sulzer the rights and licenses granted in this Agreement. 8.1.3 As of the date of this Agreement, and to the best of its knowledge and belief, neither the processing of, nor the use of, nor the collection of fees related to the Processed Tissues in the Territory constitutes a misuse or misappropriation of confidential information or trade secrets or a breach of confidence, and does not infringe or violate any valid patent, trademark, or copyright or any other intellectual property rights of any third party. Tutogen has disclosed to Sulzer all patents and other intellectual property rights which, to Tutogen's ’s knowledge, may have a material effect on Sulzer's ’s ability to make available the Processed Tissues. 8.1.4 Tutogen has not received notice that the processing of, use of, or collection of service fees related to the Processed Tissues violates any patent rights or any other intellectual property right or constitutes a misappropriation or misuse of trade secrets or proprietary information. 8.1.5 Tutogen shall promptly notify Sulzer of any claim of infringement or misappropriation relating to the Processed Tissues. 8.1.6 To the best of Tutogen's ’s knowledge and belief, Tutogen's ’s procurement of donor allograft tissue complies fully with all laws of the country in which the donor tissue is collected, including all national, regional, and local laws. 8.1.7 To the best of Tutogen's ’s knowledge and belief, Tutogen possesses all governmental and other approvals required for the collection and processing of donor allograft tissue, and Tutogen shall use reasonable efforts to maintain all such approvals throughout the term of this Agreement. 8.1.8 To the best of Tutogen's ’s knowledge and belief, Tutogen's ’s distribution of the Processed Tissues as contemplated under this Agreement complies fully with the United States National Organ Transplant Act ("“NOTA"”), 42 U.S.C. section 274e. Tutogen shall give Sulzer immediate notice in the event that Tutogen becomes aware of an investigation or inquiry from any regulatory or governmental authority of a potential violation of NOTA. 8.1.9 For a period of 12 months from the date of Tutogen's ’s delivery to a user, each Processed Tissue shall be free from defects in material, manufacturing, and workmanship, including, but not limited to, disease, excluding defects caused by the abuse, misuse, neglect, or by improper testing, handling, storage, or use by a party other than Tutogen. 8.1.10 During the term of this Agreement, except as required by law or by a pre-existing contractual obligation of Tutogen, Tutogen will not, directly or through an Affiliate, assign, sell, transfer, convey, or otherwise alienate in whole or in part any right to receive donated allograft bone tissue without the prior written agreement of Sulzer.