BREACH BY THE OTHER PARTY REMAINS UNCURED 60 DAYS
AFTER WRITTEN NOTICE CONTAINING DETAILS OF THE BREACH HAS BEEN DELIVERED TO THE
OTHER PARTY; OR (C) THE OTHER PARTY SHALL FILE FOR PROTECTION FROM ITS CREDITORS
UNDER ANY APPLICABLE BANKRUPTCY OR INSOLVENCY LAWS, SHALL MAKE AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, OR SHALL HAVE A RECEIVER APPOINTED FOR ITS PROPERTY.
THIS AGREEMENT MAY BE TERMINATED BY EDWARDS UPON ONE-YEAR NOTICE, IN THE EVENT
EDWARDS DECIDES IN ITS SOLE REASONABLE DISCRETION THAT UNFAVORABLE MARKET
CONDITIONS EXIST FOR THE PRODUCTS IN THE TERRITORY.
SECTION 8.3
ANNUAL MEETING. THE CHIEF EXECUTIVE OFFICER OF PLC AND THE
EXECUTIVE IN CHARGE OF THE DBMR BUSINESS FOR EDWARDS SHALL AGREE TO MEET
ANNUALLY IN ORDER TO DISCUSS SALES OPPORTUNITIES, CURRENT MARKET TRENDS AND TO
KEEP EACH OTHER INFORMED OF PERTINENT EVENTS AND COMPETING PRODUCTS HAVING AN
IMPACT UPON THE PRODUCTS' MARKETABILITY, INCLUDING, BUT NOT LIMITED TO,
FORECASTS AS TO FUTURE DEMAND.
ARTICLE IX
WARRANTIES AND INDEMNIFICATION
SECTION 9.1
WARRANTIES. PLC WARRANTS THAT (A) IT POSSESSES GOOD AND MARKETABLE
TITLE TO ALL PRODUCTS SOLD TO EDWARDS UNDER THIS AGREEMENT; (B) EACH PRODUCT
CONFORMS TO ITS SPECIFICATIONS AND IS FIT FOR THE PURPOSES AND INDICATIONS
DESCRIBED IN ITS LABELING; (C) WHEN AVAILABLE FOR SALE IN THE TERRITORY THE
PRODUCTS ARE OR WILL BE MANUFACTURED IN CONFORMITY WITH ALL FDA AND ETL
RULES AND REGULATIONS AND APPLICABLE LAWS OF THE TERRITORY; (D) THE PRODUCTS
HAVE OR WILL HAVE OBTAINED FDA APPROVAL TO MARKET AND SELL THE PRODUCTS WHEN THE
PRODUCTS ARE AVAILABLE FOR SALE IN THE TERRITORY; (E) IT IS THE OWNER OR
LICENSOR OF THE ENTIRE RIGHT, TITLE AND INTEREST IN THE INTELLECTUAL PROPERTY
RELATING TO THE PRODUCTS AND, TO THE KNOWLEDGE OF PLC AND PLC PARENT, THE USE BY
EDWARDS OF ANY SUCH INTELLECTUAL PROPERTY WILL NOT VIOLATE ANY RIGHT OF ANY
THIRD PARTY; AND (F) IT COMPLIES AND WILL CONTINUE TO COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS OF THE TERRITORY WITH RESPECT TO THE PRODUCTS.
SECTION 9.2
INDEMNIFICATION BY PLC. PLC AND PLC PARENT SHALL INDEMNIFY AND HOLD
HARMLESS EDWARDS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARENTS,
SUCCESSORS, AFFILIATES, ASSIGNS, CUSTOMERS AND USERS OF PRODUCTS, IN EACH CASE,
FROM AND AGAINST ANY AND ALL COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES, AND THE REASONABLE OUT-OF-POCKET EXPENSES OF
TESTIFYING AND PREPARING FOR TESTIMONY AND RESPONDING TO DOCUMENT AND OTHER
INFORMATION REQUESTS, WHETHER OR NOT A PARTY TO SUCH LITIGATION), JUDGMENTS,
FINES, LOSSES, CLAIMS (WHETHER OR NOT MERITORIOUS) AND DAMAGES (COLLECTIVELY,
"DAMAGES"), AS INCURRED, TO THE EXTENT THEY RELATE TO, ARISE OUT OF OR ARE THE
RESULT OF (I) THE MANUFACTURE BY PLC OR USE OF ANY PRODUCTS; (II) THE DESIGN OF
ANY PRODUCTS OR COMPONENT OF THE PRODUCTS NOT DEVELOPED
10
EXCLUSIVELY BY EDWARDS; (III) THE FAILURE OF THE PRODUCTS TO SATISFY ANY
WARRANTY MADE BY PLC; (IV) BY REASON OF THE SALE OR USE OF THE PRODUCTS ANY
CLAIM OF INFRINGEMENT OF PATENTS, TRADEMARKS, TRADE NAMES, OR COPYRIGHTS, ANY
CLAIM OF MISAPPROPRIATION