Provision Language
Definitions
“Enabling Rights” means rights to Intellectual Property and Project Results that could be asserted by Awardee to block CEPI from exercising its rights under Clause 13 of this Agreement. For purposes of this Agreement, Enabling Rights also includes the contractual rights under contracts executed for the Project that control the use of such items, for example, in material transfer agreements.
16. Representations and Warranties
16.1. Awardee Warranties. Awardee warrants that the following statements are true and correct to its reasonable knowledge and belief as they relate to the Project as of the Effective Date:
(a) it has the full power and authority to enter into and assume its obligations under this Agreement;
(b) this Agreement has been duly executed and is legal binding and enforceable in accordance with its terms;
(c) it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity;
(d) it does not infringe, misappropriate or violate the intellectual property, privacy or publicity rights of any third party;
(e) it is not under any obligation, contractual or otherwise, to any person or third party in respect of the Enabling Rights that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the complete fulfillment of its obligations under this Agreement;
(f) it has disclosed in writing to CEPI any actual or contemplated commitments or obligations to third parties for Project Vaccine doses;
(g) it has identified Enabling Rights in writing to CEPI;
(h) neither Awardee nor agreed Subawardees, if any, nor any officer or employee of the foregoing has been debarred or is subject to debarment by a regulatory authority or funding agency anywhere in the world; and
(i) all financial and other information submitted to CEPI in relation to this Agreement is true, complete and accurate in all material respects.
16.2.Awardee Representation. During the Term of this Agreement, Awardee shall:
(a) notify CEPI [***] in the event that any of the foregoing warranties are no longer true and correct, and shall so notify CEPI at least at the time that Awardee requests any disbursement of Project funds;
(b) provide written updates to the JMAG regarding Enabling Rights acquired or created during the course of the Project;
(c) notify CEPI before accepting third–party funds related to the Project (not including public financings by Awardee via at–the–market offerings or other follow–on offerings of equity or debt);
(d) make no encumbrances over, dispose of, or otherwise deal with the Project Results, Intellectual Property and Enabling Rights in any way that would be reasonably deemed inconsistent with this Agreement, including the Public Health License, or that would impede the complete fulfillment of its obligations under this Agreement without the express written permission of CEPI; and
(e) notify CEPI promptly if it becomes aware that any actions are likely or have already been taken by the government of any country in which Awardee shall conduct Project activities that may adversely affect Awardee’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. Additional Awardee Representation. In the event that the Public Health License becomes exercisable, then continuing after the expiration or termination of this Agreement, Awardee shall make no encumbrances over, dispose of, or otherwise deal with the Project Results, Intellectual Property and Enabling Rights, in any way that may be inconsistent with the objectives of this Agreement, including the Public Health License, without the express written permission of CEPI.
16.4. CEPI Warranties. CEPI warrants that the following statements are true and correct to its reasonable knowledge and belief, as relate to the Project:
(a) it has the full power and authority to enter into and assume its obligations under this Agreement;
(b) it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity; and
(c) it has not granted rights to any third party in respect of Project Results (other than in accordance with the terms of this Agreement).
16.5. 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.