15. Severability: The provisions of these Terms and Conditions (and any agreement, offer of sale, order acknowledgment, order confirmation, invoice, or other document to which these Terms and Conditions are attached, or in which they are referenced) are to be deemed severable and the invalidity, illegality or unenforceability of one or more of such provisions shall not affect the validity, legality or enforceability of the remaining provisions.
16. Governing Language: In the event a translation of these Terms and Conditions into any other language is required or desired for any reason, Buyer acknowledges and agrees that the text in the original English language shall govern all matters involving the interpretation of these Terms and Conditions and/or all sales of the Product(s) by Seller to Buyer.
17. Governing Law: All sales of the Product(s) by Seller to Buyer, and these Terms and Conditions (and any agreement, offer of sale, order acknowledgment, order confirmation, invoice, or other document to which these Terms and Conditions are attached, or in which they are referenced) shall be governed by, and construed and enforced in accordance with the laws of the Norway, without regard to its otherwise applicable conflicts of law rules.
18. Representations and Warranties of Buyer: Buyer represents and warrants that: (a) all of the Product(s) shall be used by Buyer solely for non-clinical product development and research activities (“Initial Uses”), (b) Buyer will not administer Product(s) in any form to humans, (c) Buyer will comply with all applicable laws, rules and regulations and applicable industry standards, and (d) the Product(s) will be handled, used and tested hereunder in a safe manner only by technically qualified individuals, utilizing wherever possible good laboratory practices.
19. Negative Covenants of Buyer: Buyer shall not be permitted to use the Product(s) for any other purpose other than the Initial Uses without executing a separate supply agreement with Seller. Buyer shall not sell or transfer Product(s) to any third parties without Seller’s prior written consent.
20. Indemnification: In addition to all other rights and remedies of Seller arising under this Agreement or otherwise available at law or in equity, Buyer shall at all times be responsible for, and shall indemnify, defend and hold Seller, its affiliates, and its or their officers, employees, agents, distributors and contractors, harmless from and against, any and all manner of claims, liabilities, obligations, damages, penalties, judgments, defenses, and/or costs and expenses (including, reasonable legal fees) resulting from, arising out of, or relating to (i) Buyer’s use, disposal, handling or storage of the Product(s) and (ii) Buyer’s breach of any obligation, representation, warranty or covenant set forth herein.
21. Intellectual Property Restriction on NOVATACHTM products: Unless otherwise expressly agreed by Seller in writing, Buyer shall not at any time file any patent application in any country claiming or disclosing, in whole or in part, the NOVATACHTM products’ composition of matter or the process or use of the NOVATACHTM products. Any information developed from the NOVATACHTM products shall not be sold or otherwise transferred by Buyer to any third party.