TERRITORY;
(D)
EXCEPT AS DISCLOSED TO DISTRIBUTOR IN SCHEDULE 10.2, COMPANY HAS
ALL RIGHT, TITLE AND INTEREST TO THE PATENTS, AND HAS NOT ASSIGNED OR CONVEYED
ANY RIGHT, TITLE OR INTEREST IN AND TO THE PATENTS INSOFAR AS THE PATENTS RELATE
TO THE USE OR SALE OF THE PRODUCT IN THE TERRITORY;
(E)
TO THE BEST OF COMPANY'S KNOWLEDGE, STORAGE, DISTRIBUTION,
PROMOTION, MARKETING AND SALE OF THE PRODUCT IN THE TERRITORY DOES NOT INFRINGE
ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD
PARTIES;
25
(F)
IT HAS NOT RECEIVED ANY WRITTEN NOTIFICATION THAT THERE ARE ANY
SUITS, CLAIMS, OR PROCEEDINGS PENDING, OR TO COMPANY'S BEST KNOWLEDGE AND
BELIEF, THREATENED AGAINST COMPANY OR ANY OF ITS AFFILIATES IN ANY COURT OR BY
OR BEFORE ANY GOVERNMENTAL BODY OR AGENCY WITH RESPECT TO THE PRODUCT WHICH
WOULD AFFECT EITHER THE COMPANY OR THE DISTRIBUTORS' ABILITY TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT;
(G)
EXCEPT AS DISCLOSED TO DISTRIBUTOR IN SCHEDULE 10.2, COMPANY HAS
THE RIGHT TO GRANT THE EXCLUSIVE RIGHTS FOR THE PRODUCT IN THE FIELD IN THE
TERRITORY TO DISTRIBUTOR, AND IT HAS NOT ENTERED INTO ANY AGREEMENT WITH ANY
THIRD PARTY THAT CONTRAVENES OR DIMINISHES SUCH RIGHTS;
(H)
COMPANY HAS NOT, AND DURING THE TERM OF THIS AGREEMENT, WILL NOT,
EITHER ITSELF OR THROUGH ANY THIRD PARTY, PROMOTE AND/OR SELL IN THE TERRITORY
ANY COMPETITIVE PRODUCTS OR ANY OTHER PRODUCTS OF THE COMPANY IN VIOLATION OF
SECTION 6.13;
(I)
UPON THE EXERCISE OF THE PURCHASE OPTION WITH OSMOTICS AS
PROVIDED IN SECTION 2.9, PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT NOT TO
COMPETE AND THE EXERCISE OF THE PURCHASE OPTION, OSMOTICS WILL BE PROHIBITED
FROM MARKETING ANY PRODUCT USING ANY CERAMIDE DOMINANT BARRIER REPAIR
TECHNOLOGY, INCLUDING ANY COMPETITIVE PRODUCT USING ANY CERAMIDE DOMINANT
BARRIER REPAIR TECHNOLOGY;
(J)
IN ACCORDANCE WITH SECTION 2.9, COMPANY SHALL USE ITS BEST
EFFORTS TO [***];
(K)
TO THE BEST OF COMPANY'S KNOWLEDGE, THERE IS NO OTHER MATERIAL
INFORMATION, OTHER THAN THE INFORMATION AND DISCLOSURES COMPANY HAS MADE TO
DISTRIBUTOR IN SCHEDULE 10.2 AND INFORMATION RELATING TO ECONOMIC CONDITIONS AND
THE MARKET FOR THE PRODUCT
GENERALLY, WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT ON THE PRODUCT IN THE FIELD IN THE TERRITORY OR DISTRIBUTOR'S ABILITY TO
MARKET AND SELL THE PRODUCT IN THE FIELD IN THE TERRITORY;
(L)
EACH PRODUCT SOLD AND DELIVERED BY COMPANY TO DISTRIBUTOR
HEREUNDER SHALL MEET APPLICABLE SPECIFICATIONS AND SHALL NOT BE ADULTERATED OR
MISBRANDED WITHIN THE MEANING OF THE U.S. FEDERAL FOOD DRUG AND COSMETIC ACT AND
IS FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES;
(M)
EACH PRODUCT SHALL BE MANUFACTURED, PACKAGED, LABELLED, STORED
AND LOADED FOR SHIPMENT TO DISTRIBUTOR IN ACCORDANCE WITH THE SPECIFICATIONS,
CGMP, ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO
ENVIRONMENTAL LAW AND SAFETY AND SHALL BE
PROPERLY VALIDATED AND SHELF STABLE
BOTH BEFORE AND AFTER THE LAUNCH DATE; AND
(N)
COMPANY (OR, IN THE EVENT A CONTRACT MANUFACTURER IS USED, THE
CONTRACT MANUFACTURER) HAS NEVER BEEN AND IS NOT