Master Alliance Provisions Guide (MAPGuide)

DNDi – BioDelivery Sciences International, Visceral Leishmaniasis Research Collaboration Agreement

  • Liability | Representations & Warranties

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each of BDSI and DNDi hereby represents, warrants and covenants to the other as of the Effective Date that:

(a) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, and this Agreement is legally binding upon it and enforceable in accordance with its terms;

(b) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Law of any Governmental Authority having jurisdiction over it;

(c) it has (or will have at the time performance is due) maintained and will maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder;

(d) all necessary consents, approvals and authorizations of all Governmental Authorities and other persons required to be obtained by such Party to enter into, or perform its obligations under, this Agreement have been (or will have been at the time performance is due) obtained; and

(e) in the course of conducting its activities under the R&D Plan, it will not use any employee, agent, or contractor who has been debarred by any Regulatory Authority or, to the best of its knowledge, is the subject of debarment proceedings by a Regulatory Authority.

8.2 BDSI Representations and Warranties. BDSI hereby represents, warrants and covenants to DNDi, as of the Effective Date, that:

(a) it is the rightful owner of, or has to the best of its knowledge the lawful right to use, BDSI Background IPR in the Field and in the Territory for CAMB;

(b) it has all rights and authority to authorize or license DNDi to use BDSI Background IPR in the Field for CAMB under the terms hereunder;

(c) it has not granted to any of its Affiliates or any Third Party any, license or interest in, to or under BDSI Background IPR which may prevent, restrict or limit in any respect DNDI’s ability to use BDSI Background IPR for CAMB hereunder;

(d) to the best of its knowledge, there is no action, suit, investigation, claim, proceeding pending or threatened relating to BDSI Background IPR;

(e) during the Term, it will not grant to any of its Affiliates or any Third Party any right, license or interest in, to or under BDSI Background IPR for CAMB which would be inconsistent with any of the rights, licenses and interests granted to DNDI hereunder.