PATENT CLAIMS).
9.9.
INDEPENDENT CONTRACTOR.
THE RELATIONSHIP BETWEEN NUVASIVE AND
OSIRIS ESTABLISHED BY THIS AGREEMENT IS THAT OF INDEPENDENT CONTRACTORS.
NEITHER PARTY SHALL HAVE AUTHORITY TO CONCLUDE CONTRACTS OR OTHERWISE TO ACT FOR
OR BIND THE OTHER PARTY IN ANY MANNER, WHATSOEVER, AS AGENT OR OTHERWISE.
9.10.
FURTHER ACTIONS.
EACH PARTY AGREES TO EXECUTE, ACKNOWLEDGE AND
DELIVER SUCH FURTHER INSTRUMENTS, AND TO DO ALL SUCH OTHER ACTS, AS MAY BE
REASONABLY NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSE AND INTENT
OF THIS AGREEMENT.
9.11.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE PARTIES REPRESENTS AND
WARRANTS THAT (I) IT IS FULLY AUTHORIZED TO ENTER INTO THIS AGREEMENT; (II) ITS
ENTERING INTO AND PERFORMANCE UNDER THIS AGREEMENT DOES NOT VIOLATE OR BREACH IT
CERTIFICATE OF INCORPORATION OR CORPORATE BYLAWS OR ANY AGREEMENT OR CONTRACT TO
WHICH IT IS A PARTY; (III) THERE IS NO CLAIM, DEMAND, ACTION, SUIT OR PROCEEDING
OR INVESTIGATION PENDING OR CURRENTLY THREATENED AGAINST IT OR ANY OF ITS
AFFILIATES INVOLVING OR RELATING TO THE SUBJECT MATTER HEREOF, OR WHICH, IF
ADVERSELY DETERMINED, WOULD RESTRICT IT FROM
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ENTERING INTO THIS AGREEMENT AND CARRYING OUT ITS OBLIGATIONS UNDER THIS
AGREEMENT; AND (IV) IT HAS NO LEGAL OBLIGATIONS WHICH WOULD PREVENT THIS
AGREEMENT FROM BEING FULLY IMPLEMENTED IN ACCORDANCE WITH ITS TERMS.
IN WITNESS WHEREOF, the undersigned caused this Agreement to be executed as of
the Effective Date.
OSIRIS THERAPEUTICS, INC.
NUVASIVE, INC.
By:
By:
Name:
Name:
Its:
Its:
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EXHIBIT A PRODUCT SPECIFICATIONS
Osiris Materials Specifications numbers 90055, 90067, 90080, 90081, 90103, 9012,
90129, 90149, and 90188, as may be amended by mutual written agreement of the
parties.
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