LAWS, AND WILL BE PROVIDED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE APPLICABLE PROJECT PLAN;
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B.
IT HAS ALL NECESSARY AUTHORITY AND ALL
RIGHT, TITLE AND INTEREST IN AND TO ANY INTELLECTUAL PROPERTY RELATED TO EACH
PRODUCT THAT IS THE SUBJECT OF THIS AGREEMENT AND ANY PROJECT PLAN;
C.
NO SPECIFIC SAFE HANDLING INSTRUCTIONS
ARE APPLICABLE TO THE PRODUCT OR TO AND ANY CLIENT-SUPPLIED MATERIALS, EXCEPT AS
DISCLOSED TO CARDINAL HEALTH IN WRITING BY THE CLIENT IN SUFFICIENT TIME FOR
REVIEW AND TRAINING BY CARDINAL HEALTH PRIOR TO DELIVERY;
D.
ALL PRODUCT DELIVERED TO CLIENT BY
CARDINAL HEALTH WILL BE HELD, USED AND/OR DISPOSED OF BY THE CLIENT IN
ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS;
E.
CLIENT WILL COMPLY WITH ALL LAWS, RULES,
REGULATIONS AND GUIDELINES APPLICABLE TO CLIENT'S PERFORMANCE UNDER THIS
AGREEMENT AND ITS USE OF ANY MATERIALS OR PRODUCTS PROVIDED BY CARDINAL HEALTH
UNDER THIS AGREEMENT OR ANY PROJECT PLAN; AND
F.
CLIENT WILL NOT RELEASE ANY BATCH OF
PRODUCT IF THE REQUIRED CERTIFICATES OF ANALYSIS INDICATE THAT THE PRODUCT DOES
NOT COMPLY WITH THE SPECIFICATIONS;
G.
THE CONTENT OF ALL ARTWORK PROVIDED TO
CARDINAL HEALTH COMPLIES WITH ALL APPLICABLE LAWS;
H.
CLIENT HAS ALL NECESSARY AUTHORITY AND
RIGHT, TITLE AND INTEREST IN AND TO ANY COPYRIGHTS, TRADEMARKS, TRADE SECRETS,
PATENTS, INVENTIONS AND DEVELOPMENTS RELATED TO THE PRODUCT, THE MANUFACTURE
THEREOF, AND ANY PRODUCT ARTWORK; AND
I.
THE WORK TO BE PERFORMED BY CARDINAL
HEALTH UNDER THIS AGREEMENT WILL NOT VIOLATE OR INFRINGE UPON ANY TRADEMARK,
TRADENAME, COPYRIGHT, PATENT OR OTHER RIGHTS HELD BY ANY PERSON OR ENTITY.
10.3
MUTUAL. EACH PARTY HEREBY REPRESENTS AND WARRANTS
TO THE OTHER PARTY THAT:
A.
SUCH PARTY (1) IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE IN WHICH IT IS
ORGANIZED, (2) HAS THE POWER AND AUTHORITY AND THE LEGAL RIGHT TO OWN AND
OPERATE ITS PROPERTY AND ASSETS, AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING
CONDUCTED, AND (3) IS IN COMPLIANCE WITH ALL REQUIREMENTS OF APPLICABLE LAW,
EXCEPT TO THE EXTENT THAT ANY NONCOMPLIANCE WOULD NOT MATERIALLY ADVERSELY
AFFECT SUCH PARTY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT;
B.
SUCH PARTY (1) HAS THE POWER AND
AUTHORITY AND THE LEGAL RIGHT TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER AND (2) HAS TAKEN ALL NECESSARY ACTION ON
ITS PART TO AUTHORIZE THE EXECUTION AND DELIVERY OF THE AGREEMENT AND THE
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER;
C.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED ON BEHALF OF SUCH PARTY, AND CONSTITUTES A LEGAL, VALID, BINDING
OBLIGATION, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS;
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D.
ALL NECESSARY CONSENTS, APPROVALS AND
AUTHORIZATIONS OF ALL AGENCIES AND OTHER PERSONS REQUIRED TO BE OBTAINED BY SUCH
PARTY IN CONNECTION WITH THE AGREEMENT HAVE BEEN OBTAINED; AND
E.
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER (1) DO