definiens: ) and cGMPs in the Territories as that term is defined in those Territ ories . [COMPANY] further warrants that its Facilities at which manufacturing of the Products shall occur : ( a ) are in good standing with the FDA and other applicable governmental agencies in the Territory ; ( b ) are ful ly compliant with cGMPs and that all employees work ing on the Product whose responsibilities involve work whi ch must be performed under cGMP standards have been properly trained ; ( c ) hold all necessary licenses a nd permits from local, state, Federal, and other go vernmental authorities required for the manufacture and testin g of the Product and that all such licenses and per mits are in full force and effect . [COMPANY] is not aware of the exis tence of any outstanding violations of any such lic enses or permits and warrants that no proceeding is pending or, to the knowledge of [COMPANY], threatened, seeking th e revocation or limitation of any such licenses or pe rmits