SHALL BE DISJUNCTIVE BUT NOT EXCLUSIVE; (VIII) THE
WORDS "MADE AVAILABLE" SHALL MEAN THAT THE INFORMATION REFERRED TO HAS BEEN MADE
AVAILABLE IF REQUESTED BY THE PARTY TO WHOM SUCH INFORMATION IS TO BE MADE
AVAILABLE; AND (IX) ALL REFERENCES HEREIN TO "DAYS" SHALL MEAN CALENDAR DAYS.
ARTICLE 2:
MUTUAL REPRESENTATIONS AND WARRANTIES
2.1
AUTHORITY.
EACH PARTY REPRESENTS AND
WARRANTS THAT IT POSSESSES ALL CORPORATE POWER AND AUTHORITY NECESSARY TO ENTER
INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
ALL
CORPORATE ACTS AND OTHER PROCEEDINGS REQUIRED TO BE TAKEN BY OR ON THE PART OF
EACH PARTY TO AUTHORIZE IT TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT HAVE
BEEN DULY AND PROPERLY TAKEN.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY EACH PARTY AND CONSTITUTES LEGAL, VALID AND BINDING OBLIGATIONS OF
EACH PARTY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE APPLICATION
OF GENERAL PRINCIPLES OF EQUITY.
2.2
NO CONFLICTS.
EACH PARTY REPRESENTS AND
WARRANTS THAT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT WILL NOT CONFLICT
WITH OR VIOLATE ANY OTHER AGREEMENT OR OBLIGATION BINDING ON IT.
2.3
APPROVALS.
EXCEPT AS EXPRESSLY PROVIDED
HEREIN, EACH PARTY REPRESENTS AND WARRANTS THAT NO APPROVAL, AUTHORIZATION,
CONSENT OR OTHER ORDER OR ACTION OF OR FILING WITH ANY COURT, ADMINISTRATIVE
AGENCY OR OTHER GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION AND
DELIVERY BY SUCH PARTY OF THIS AGREEMENT OR ITS CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
2.4
DEBARMENT AND EXCLUSION CERTIFICATION
REQUIREMENTS.
EACH PARTY CERTIFIES THAT IT HAS NOT BEEN DEBARRED UNDER THE
PROVISIONS OF THE GENERIC DRUG ENFORCEMENT ACT OF 1992, 21 U.S.C. § 335(A) AND
(B), AND DOES NOT APPEAR ON THE "LIST OF EXCLUDED
INDIVIDUALS/ENTITIES" ("LEIE")
MAINTAINED BY THE OFFICE OF THE INSPECTOR GENERAL OF THE U.S. DEPARTMENT OF
HEALTH & HUMAN SERVICES, AVAILABLE AT
.
IN THE EVENT THAT,
DURING THE TERM OF THIS AGREEMENT, EITHER PARTY (I) BECOMES DEBARRED, (II) IS
PLACED ON THE LEIE, OR (III) RECEIVES NOTICE OF AN ACTION OR THREAT OF AN ACTION
WITH RESPECT TO ITS DEBARMENT OR PLACEMENT ON THE LEIE, SUCH PARTY SHALL NOTIFY
THE OTHER PARTY IMMEDIATELY.
EACH PARTY HEREBY CERTIFIES THAT IT HAS NOT AND
WILL NOT USE IN ANY CAPACITY THE SERVICES OF ANY INDIVIDUAL, CORPORATION,
PARTNERSHIP OR ASSOCIATION THAT HAS BEEN DEBARRED UNDER 21 U.S.C. § 335(A) AND
(B) OR THAT APPEARS ON THE LEIE.
IN THE EVENT THAT EITHER PARTY BECOMES AWARE
OF THE DEBARMENT, THREATENED DEBARMENT, APPEARANCE OR THREATENED PLACEMENT ON
THE LEIE OF ANY INDIVIDUAL, CORPORATION, PARTNERSHIP OR ASSOCIATION PROVIDING
SERVICES TO THE OTHER PARTY THAT DIRECTLY OR INDIRECTLY RELATE TO ACTIVITIES
UNDER THIS AGREEMENT, THE OTHER PARTY SHALL BE IMMEDIATELY NOTIFIED.
IN THE
EVENT OF AN ACTUAL DEBARMENT OR EXCLUSION OF DISTRIBUTOR OR ITS OWNERS DURING
THE TERM OF THIS AGREEMENT, THIS AGREEMENT SHALL, AS OF, OR PRIOR TO, THE
EFFECTIVE DATE OF SUCH DEBARMENT OR EXCLUSION, AUTOMATICALLY TERMINATE.
IN THE
EVENT OF AN ACTUAL DEBARMENT OR EXCLUSION OF ANY DISTRIBUTOR EMPLOYEE, AGENT OR
CONTRACTOR DURING