“Encumbrance” means any legal obligations to any third party (including but not limited to research funders or collaborators) or rights, interest or objections of an inventor, their department or faculty, that would in UW’s sole opinion restrict or adversely affect its ability to grant rights over the intellectual property; and any reference to “unencumbered” shall be construed accordingly.
11. Warranties and Liability
11.1 UW warrants that as of the Effective Date UW has full ability to enter into this Agreement and the right to license the Licensed Technology and that, to the reasonable knowledge of UW as of the Effective Date, there are no Encumbrances over the Licensed Technology that are inconsistent with this Agreement, and, to the reasonable knowledge of UW CoMotion as of the Effective Date, the development and commercialisation of the Final Products in accordance with the Project Plan will not infringe any third party intellectual property rights. Neither UW 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 To the fullest extent permissible by law and notwithstanding Clause 11.1, UW does not make any warranties of any kind including, without limitation, warranties with respect to:
11.2.1. The quality of the Licensed Technology;
11.2.2. The suitability of the Licensed Technology for any particular use;
11.2.3. That any of the Licensed Patents is or will be valid or subsisting or (in the case of an application) will proceed to grant.