Provision Language
Annexure A: License Agreement
5. COMPLIANCE WITH APPLICABLE LAWS
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5.4. MPP represents that neither MPP nor, to the knowledge of MPP, any Affiliate, director, officer, or employee of MPP, is a sanctioned entity or sanctions target.
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6. INDEMNIFICATION AND LIMITATION OF LIABILITY
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6.2. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MPP ACKNOWLEDGES AND AGREES THAT (I) THE FERRING LICENSED PATENTS AND LICENSED KNOW-HOW ARE LICENSED TO MPP “AS IS” AND (II) FERRING DOES NOT GIVE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED PRODUCT, THE FERRING LICENSED PATENTS, LICENSED KNOW-HOW OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT.
Annexure A, Schedule 3: Form of Sublicense
11. SANCTIONS
11.1 The Parties acknowledge that a number of organizations and countries including the United Nations, the United States, the United Kingdom and the European Union have adopted sanctions legislation relating to the Territory and/or entities and individuals which or who are resident or operate in the Territory and that such sanctions are varied or amended from time to time.
11.2 The Licensee represents and warrants to Licensor and Ferring that (a) neither the Licensee nor, to the knowledge of the Licensee, any Affiliate, director, officer, employee of the Licensee, is a Sanctions Target, or (b) that it has obtained a license or other authorization from OFAC and/or any other relevant Sanctions Authorities in relation to such an entity which is a Sanctions Target.
11.3 The Licensee represents and covenants that, prior to, directly or indirectly:
(a) making the Licensed Patents or any Licensed Product available to, or contracting for Licensed Product manufacture with any Sanctions Target; or
(b) making the Licensed Patents or any Licensed Product available to a country or territory that is the target of country-wide or territory-wide Sanctions;
it will obtain a license or other authorization, either directly or through MPP, from OFAC and/or any other relevant Sanctions Authorities.
14. WARRANTIES AND INDEMNITIES
14.1 Each of the Parties warrants that, to the best of its knowledge and belief:
(a) it has power to execute and deliver this Agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations; and
(b) this Agreement constitutes legal, valid and binding obligations of that Party in accordance with its terms.
14.2 Nothing in this Agreement shall be construed as a warranty that (a) the information set out in Appendix B accurately reflects the status of Ferring’s patents and patent applications relating to the Licensed Product, (b) any of the Licensed Patents are valid or enforceable or (c) their exercise does not infringe any patent rights of any Third-Parties.
14.3 The Licensee acknowledges that, in entering into this Agreement, the Licensee has independently evaluated any information supplied by the Licensor and Ferring (including, but not limited to, such information related to the Licensed Product), as well as the viability of this Agreement, before making its decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.
14.4 The Licensee acknowledges that the Licensor and Ferring do not in any way endorse the use of any Licensed Product sold or manufactured by the Licensee.