(f) There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or body pending or, to the knowledge of Sarissa, threatened against or contemplated by any governmental agency which could reasonably be expected to materially impair the ability of Sarissa or its affiliates to perform under this Agreement.
4. Representations and Warranties of Innoviva. As of the date of this Agreement and, with respect to clauses (a)-(d) immediately below, continuing throughout the term of this Agreement, Innoviva hereby represents and warrants to Sarissa that:
(a) Innoviva is duly formed, validly existing and in good standing under the laws of its jurisdiction of organization.
(b) This Agreement constitutes a legal, valid and binding obligation of Innoviva, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, liquidation or other similar laws affecting generally the enforcement of creditors rights.
(c) Innoviva has full power and authority to do and perform all acts contemplated by this Agreement.
(d) Neither the execution and delivery of this Agreement, the fulfillment of, or compliance with, the terms and provisions hereof, nor the performance of Innovivas obligations hereunder will conflict with, or result in a breach of any of the terms, conditions or provisions of (i) any federal, state or local law, regulation, order, regulatory guidance or agreement, or rule applicable to Innoviva or any of its affiliates, (ii) organizational documents of Innoviva or any of its affiliates or (iii) any agreement to which Innoviva or its affiliates is a party or by which it or its affiliates may be bound.
(e) There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or body pending or, to the knowledge of Innoviva, threatened against or contemplated by any governmental agency which could reasonably be expected to materially impair the ability of Innoviva or its affiliates to perform under this Agreement.
5. Exculpation and Indemnification.
(a) Innoviva will, except as otherwise provided in this Section 5 and to the fullest extent permitted by law, indemnify and keep the Indemnified Persons (as defined below) harmless against all proceedings, actions, claims and demands whatsoever (collectively Claims) which may be brought or made against the Indemnified Persons in any jurisdiction whatsoever in connection with, arising out of or related to this Agreement, including the Services provided hereunder by Sarissa, as well as all awards, liabilities, costs, expenses (including reasonable legal fees), as and when incurred, and losses (collectively Liabilities) actually suffered as a result of or in connection with such Claims (including investigating, preparing, or defending any such Claims) by Sarissa, any of its partners, members, officers, employees, agents or representatives or any of their respective affiliates (each, an Indemnified Person). Subject to Sections 1(g) hereof and 5(c) below, none of Sarissa or any Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to Innoviva or any of its affiliates in connection with any of the Services provided by Sarissa or otherwise in connection with this Agreement.