Provision Language
4. Exclusivity; Further Rights to Bayer, SentiSearch and FNIH
4.1 Exclusivity.
(a) During the term of the Research License provided for in Section 7 of this Agreement, SentiSearch shall not give and warrants that, to the best of its knowledge, other than pursuant to rights reserved for the Collaborators and other non-commercial research entities, its Collaborators has not given, a Third Party access to the Screening Assay within the Field of Use. Bayer shall not give and warrants that its Affiliates, contractors, and licensees do not give a Third Party access to the Screening Assay, SentiSearch Know-How or Confidential Information. In the event of any breach or non-fulfillment by either Party of its warranty pursuant to this Section 4.1, the breaching or non-fulfilling Party shall be liable for the other Party’s actual (non-consequential) damages, provided, however, that each party shall be entitled to seek injunctive relief in the event of such breach or threatened breach.
12. Representations & Warranties
12.1 Representations and Warranties of SentiSearch.
(a) SentiSearch is duly organized and validly existing and in good standing under the laws of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
(b) SentiSearch is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
(c) As of the Effective Date, SentiSearch does not have any contractual obligations to any Third Party that prevent it from (sub-)licensing to Bayer the rights under Article 7.
(d) SentiSearch has the right to grant sub-licenses under licenses from Third Parties as set forth in Article 7(a).
12.2 Representations and Warranties of Bayer.
(a) Bayer is duly organized, validly existing and in good standing under the laws of Germany and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
(b) Bayer is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
Annex 3. Global Access Plan
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4. Freedom to Operate
4.1. The Parties represent and warrant that, to the best of their knowledge, they may conduct the Project free from any intellectual property rights created by any third parties or that they have obtained appropriate licenses to any third party intellectual property rights that may be required to conduct the Project.
4.2. The Parties represent and warrant that, to the best of their knowledge, their own intellectual property is free from any encumbrances that might restrict the conduct of the Project or prevent the supply of the Product in accordance with the supply principles in clause 2 or that might prevent or restrict it from being used for the Charitable Objectives and that they will not permit the creation of any such encumbrance.