Provision Language
16. REPRESENTATIONS AND WARRANTIES
16.1 Partner Warranties. Each Partner warrants that the following statements are true and correct as of the Effective Date:
16.1.1 it has the full power and authority to enter into and assume its obligations under this Agreement;
16.1.2 this Agreement has been duly executed by it and is legally binding and enforceable on it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to: (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; or (ii) laws governing specific performance, injunctive relief and other equitable remedies;
16.1.3 it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity related to the conduct of the Project hereunder;
16.1.4 it has disclosed in writing to CEPI any actual commitments or obligations to provide to third parties Project Vaccine doses;
16.1.5 its actions or obligations under any Work Package will not infringe, misappropriate or violate any Third Party Intellectual Property, privacy or publicity rights;
16.1.6 the execution of this Agreement does not conflict with the terms or conditions of any written agreement, instrument or understanding to which it is a party; or violate any applicable law or regulation of any court, governmental body or administrative agency having jurisdiction over such Partner;
16.1.7 neither such Partner nor any agreed Subawardees, if any, nor any officer or employee of the foregoing has been debarred or is subject to debarment under 21 U.S.C. 335(a) or under similar provision by a Regulatory Authority or funding agency anywhere in the world;
16.1.8 all financial and other information with respect to the Project Vaccine submitted to CEPI by such Partner in relation to this Agreement is true, complete and accurate in all material respects;
16.1.9 it is not:
(i) a Restricted Party;
(ii) in breach of Sanctions from a Sanctions Authority; or
(iii) subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions from a Sanctions Authority;
16.1.10 none of the funds provided under this Agreement (whether via a sub-contract or otherwise) are used in any way directly or indirectly to provide support, resources or assets to a Restricted Party, provided, however, that it shall not be a breach of this Agreement to supply vaccines, including the Project Vaccine, to a Restricted Party, provided that such supply of vaccines is exempt from any applicable Sanctions; and
16.1.11 the Barinthus Bio Licence Agreement is in full force and effect; the version of the Barinthus Bio Licence Agreement provided to CEPI is complete and accurate in all respects and has not been amended, varied, or terminated (whether in whole or in part); no party has received a notice from any other party seeking to terminate the Barinthus Bio Licence Agreement; and Barinthus Bio is not aware of any material breach of the Barinthus Bio Licence Agreement by any other party to it, nor is Oxford aware of any material breach of the Barinthus Bio Licence by Barinthus Bio.
16.2 Partner Representations. During the Term of this Agreement, each Partner shall:
16.2.1 notify CEPI promptly in writing in the event that any of the warranties it has given under Clause 16.1 would no longer be true and correct were they repeated at the time that such Partner requests any disbursement of Project funds in accordance with Clause 3.5; and
16.2.2 notify CEPI promptly if it becomes aware that any actions are reasonably likely to be taken or have already been taken by the government of any country in which such Partner conducts Project activities that may adversely affect such Partner’s commitments in this Agreement, including Equitable Access. For clarity, such government actions may relate, for example, to the exercise of eminent domain or sovereign rights over Project Vaccine doses.
16.3 CEPI Warranties. CEPI warrants that the following statements are true and correct to its reasonable knowledge and belief, in so far as they relate to the Project, as of the Effective Date:
16.3.1 it has the full power and authority to enter into and assume its obligations under this Agreement;
16.3.2 it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity related to the conduct of such Project and the funding of same hereunder;
16.3.3 it has disclosed in writing to the Partners any actual commitments or obligations to provide to third parties Project Vaccine doses;
16.3.4 so far as it is aware, its actions or obligations under this Agreement will not infringe, misappropriate or violate any Third Party Intellectual Property, privacy or publicity rights;
16.3.5 it is not:
(i) a Restricted Party;
(ii) in breach of Sanctions from a Sanctions Authority; or
(iii) subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions from a Sanctions Authority; and
16.3.6 it has not granted rights to any third party in respect of Project Results (other than in accordance with the terms of this Agreement).
16.4 No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENTS, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.