IT SHALL MAINTAIN IN FULL FORCE AND EFFECT ALL NECESSARY
LICENSES, PERMITS AND OTHER AUTHORIZATIONS REQUIRED BY APPLICABLE LAW TO CARRY
OUT ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT;
(B)
IT SHALL COMPLY WITH ALL APPLICABLE LAWS APPLICABLE TO ITS
ACTIVITIES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY REQUIREMENTS
OF ANY PRODUCT LICENSE APPLICABLE TO THE PRODUCT IN THE TERRITORY;
(C)
IT SHALL REASONABLY COOPERATE WITH THE OTHER PARTY WITH THE GOAL
OF ENSURING FULL COMPLIANCE WITH APPLICABLE LAWS;
(D)
IT SHALL REASONABLY COOPERATE WITH THE OTHER PARTY TO PROVIDE
SUCH LETTERS, DOCUMENTATION AND OTHER INFORMATION ON A TIMELY BASIS AS THE OTHER
PARTY MAY REASONABLY REQUIRE TO FULFIL ITS REPORTING AND OTHER OBLIGATIONS UNDER
APPLICABLE LAWS TO APPLICABLE REGULATORY AUTHORITIES;
(E)
IT IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS STATE OF INCORPORATION, AND HAS THE REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT;
24
(F)
THIS AGREEMENT HAS BEEN VALIDLY
EXECUTED AND DELIVERED, AND, ASSUMING THAT SUCH DOCUMENTS HAVE BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PARTY, CONSTITUTES A VALID AND
BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE
WITH ITS TERMS;
(G)
PERFORMANCE OF ANY OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT ON ITS PART TO BE PERFORMED WILL NOT CONSTITUTE ANY
BREACH OR VIOLATION OF ANY OTHER AGREEMENT OR UNDERSTANDING, WRITTEN OR ORAL,
GOVERNMENT OR COURT DECREE OR ORDER TO WHICH IT IS A PARTY OR BY WHICH IT IS
BOUND; AND
(H)
IT IS NOT INSOLVENT OR OTHERWISE
SUBJECT TO A VOLUNTARY OR INVOLUNTARY BANKRUPTCY PETITION AND NO ADMINISTRATOR,
ADMINISTRATIVE RECEIVER OR RECEIVER HAS BEEN APPOINTED WITH RESPECT OF THE WHOLE
OR ANY PART OF ITS ASSETS OR BUSINESS OR IF THE INSOLVENT PARTY MAKES ANY
COMPOSITION WITH ITS CREDITORS OR TAKES OR SUFFERS ANY SIMILAR OR ANALOGOUS
ACTION IN CONSEQUENCE OF DEBT.
10.2.
BY COMPANY.
COMPANY ALSO REPRESENTS, WARRANTS AND COVENANTS TO
DISTRIBUTOR THAT:
(A)
COMPANY HAS NOT GRANTED DISTRIBUTION OR MARKETING RIGHTS OF ANY
KIND, FOR THE PRODUCT IN THE FIELD IN THE TERRITORY TO ANY THIRD PARTY, AND TO
THE BEST OF ITS KNOWLEDGE, THERE ARE NO THIRD PARTIES WITH ANY DISTRIBUTION OR
MARKETING RIGHTS OF ANY KIND FOR THE PRODUCT IN THE FIELD, AND COMPANY HAS NOT
GRANTED DISTRIBUTION OR MARKETING RIGHTS OF ANY KIND TO ANY LINE EXTENSIONS IN
THE FIELD IN THE TERRITORY TO ANY THIRD PARTY;
(B)
COMPANY HAS OBTAINED ALL APPROVALS REQUIRED BY THE APPLICABLE
GOVERNMENTAL AUTHORITIES FOR THE TERRITORY FOR MANUFACTURE OF THE PRODUCT AT THE
AGREED UPON MANUFACTURING FACILITY WHERE SUCH PRODUCT WILL BE MANUFACTURED;
(C)
COMPANY HAS NOT RECEIVED ANY WRITTEN NOTICE OF ANY CLAIMED
INFRINGEMENT (INCLUDING WITHOUT LIMITATION PATENT INFRINGEMENT), OR ANY CLAIM
THAT THE PATENTS, OR ANY CLAIM CONTAINED IN THE PATENTS, ARE INVALID OR
UNENFORCEABLE, WITH RESPECT TO THE MANUFACTURE OF THE PRODUCT IN THE COUNTRY IN
WHICH THE PRODUCT IS MANUFACTURED OR WITH RESPECT TO THE USE OR SALE OF THE
PRODUCT IN THE