Provision Language
11. WARRANTIES AND LIABILITY
11.1. MedinCell warrants that as of the Effective Date MedinCell has full ability to enter into this Agreement and the right to license the Licensed Technology and that, to the reasonable knowledge of MedinCell as of the Effective Date, there are no Encumbrances over the Licensed Technology that are inconsistent with this Agreement. Neither MedinCell nor MPP has granted or will grant to any Third Party any of its right, licence or interest in, to or under the Licensed Technology that would conflict the Parties’ ability to comply with the terms of this Agreement.
11.2. Either Party warrants to the other Party that as of the Effective Date:
i. it has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement;
ii. the execution of this Agreement and the performance by it of its obligations under this Agreement have duly been authorized by all necessary action on behalf of such Party;
iii. this Agreement is legally binding and enforceable on either Party in accordance with its terms;
11.3. EXCEPT AS EXPRESSLY STATED IN CLAUSE 11.1, MEDINCELL DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO:
11.3.1. THE QUALITY OF THE LICENSED TECHNOLOGY;
11.3.2. THE SUITABILITY OF THE LICENSED TECHNOLOGY FOR ANY PARTICULAR USE;
11.3.3. THAT ANY OF THE LICENSED PATENTS IS OR WILL BE VALID OR SUBSISTING OR (IN THE CASE OF AN APPLICATION) WILL PROCEED TO GRANT.
Schedule 3 Development Agreement Term Sheet
4. Representations and Warranties; Disclaimers:
a. Representations and Warranties. The Development Partner represents and warrants to MPP and MedinCell that:
i. The Development Partner has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Development Agreement;
ii. the execution of this Development Agreement and the performance by the Development Partner of its obligations under this Agreement have duly been authorized by all necessary action on behalf of the Development Partner;
iii. this Agreement is legally binding and enforceable on the Development Partner in accordance with its terms;
iv. the performance of this Development Agreement by the Development Partner does not create a breach or default under any other agreement to which it is a party;
v. Development Partner will comply with the Access Objectives and the MPP Licensee Commitments (including the Specific Access Commitments) as described under the MPP- MedinCell Agreement;
vi. Development Partner will not engage in any activities that use the Licensed Patents and/or Licensed Manufactured Know-How in a manner that is not compliant with this Development Agreement and that any modifications to the manufacturing process or Licensed Technology will be undertaken at the MPP Sub-licensees’ sole risk and in no event will MedinCell indemnify, hold harmless or defend any Development Partner for any such modifications.
vii. The performance of this Development Agreement by the Development Partner does not infringe or misappropriate any Third Party patents, copyrights, trademarks or other intellectual property rights.
b. As is License. The Development Partner will acknowledge and agree that the Licensed Technology is licensed to Licensee “as is”. MedinCell and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Development Partner.
Schedule 4 Commercialisation Agreement Term Sheet
4. Representations and Warranties; Disclaimers:
5.1. Representations and Warranties. The Commercialisation Partner represents and warrants to MPP and MedinCell that:
i. The Commercialisation Partner has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Commercialisation Agreement;
ii. the execution of this Commercialisation Agreement and the performance by the Commercialisation Partner of its obligations under this Agreement have duly been authorized by all necessary action on behalf of the Commercialisation Partner;
iii. this Agreement is legally binding and enforceable on the Commercialisation Partner in accordance with its terms;
iv. the performance of this Commercialisation Agreement by the Commercialisation Partner does not create a breach or default under any other agreement to which it is a party;
v. it will comply with the Access Objectives and the commitments as described under the MPP-MedinCell Agreement;
vi. it will not engage in any activities that use the Licensed Patents and/or Licensed Manufactured Know-How in a manner not compliant with this Commercialisation Agreement and that any modifications to the manufacturing process or Licensed Technology will be undertaken at the MPP Sub-licensees’ sole risk and in no event will MedinCell indemnify, hold harmless or defend any Commercialisation Partner for any such modifications.
vii. The performance of this Commercialisation Agreement by the Commercialisation Partner does not infringe or misappropriate any Third Party patents, copyrights, trademarks or other intellectual property rights.
viii. License “As is”. The Commercialisation Partner will acknowledge and agree that the Licensed Technology is licensed to Commercialisation Partner “as is”. MedinCell and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Licensee.