Provision Language
15. Warranties and Liabilities
15.1 Representations, Warranties and Covenants of each Party. As of the Effective Date, each of VALNEVA and SIIPL hereby represents, warrants and covenants to the other Party as follows:
a. it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; and
b. the execution, delivery and performance of this Agreement by such Party does not conflict with any other agreement by which it is bound, and has been duly authorized by all requisite corporate action and does not require any shareholder action or approval; and
c. it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
d. it shall at all times comply in all material respects with all Applicable Laws relating to its activities under this Agreement and the Project Agreements; and
e. there is no action or proceeding pending or, to the knowledge of such Party, threatened that could reasonably be expected to impair or delay the ability of such Party to perform its obligations under this Agreement; and
f. to the best of its knowledge and belief, neither Party, nor any officer or employee of either Party has been debarred or is subject to debarment by a Regulatory Authority or funding agency anywhere.
15.2 VALNEVA Warranties. In addition to the representations, warranties and covenants made under Section 15.1, VALNEVA hereby represents, warrants and covenants as of the Effective Date that:
(a) VALNEVA owns, Controls all right, title and interests in and to the Licensed Technology as of the Effective Date of the Agreement, and in the event any or all of the Licensed Technology is jointly owned, Controlled with any Third Party, then VALNEVA represents and warrants to SIIPL that (i) such Third Party shall have no objections and shall raise no encumbrances to the transfer of the Licensed Technology to SIIPL in accordance with Section 2.2 and (ii) in relation to Licensed Technology, no part of the business understanding or arrangement between VALNEVA and any Third Party and/or no document executed between VALNEVA and any Third Party, shall adversely affect or be deemed to obstruct and interfere with any Development, Manufacturing, and Commercialization activity undertaken by SIIPL for the SIIPL Product, or any right, title or interest of SIIPL in the SIIPL Improvements;
(b) to VALNEVA’s knowledge, the Licensed Technology is not infringed, is freely licensable, and is aligned with all Applicable Laws, rules and regulations; and that the Licensed Technology is free of any Third-Party infringement or claims; and that there is no objection or restriction; under any Third Party agreements to enter into, or perform its obligations, or for SIIPL to exercise its rights under this Agreement;
(c) There is no restriction, implied or active on the Licensed Technology preventing VALNEVA from licensing the same, and that VALNEVA is aware of no Third-Party patent rights that would affect SIIPL’s right to import or use the Licensed Technology in any country in the SIIPL Territory;
(d) The rights, title and interest asserted by VALNEVA in and to the Licensed Technology has neither been challenged by any Third Party(ies) nor has VALNEVA received any claims nor faced any action, penalty, proceedings, prosecution, demands, infringement suit, passing off action, made or initiated or imposed by any Third Party(ies) in respect of the Licensed Technology, on grounds of infringement of any patent rights and / or passing off claims and/or of infringement of any other Intellectual Property Rights of such Third Party(ies), as would affect the rights of SIIPL and / or its Sub-licensees or impede SIIPL and / or its Sub-licensees from importing, receiving, transferring, handling, storing or utilizing the Licensed Technology;
(e) VALNEVA warrants that VALNEVA shall be responsible for prosecution and maintenance of Licensed Patents. VALNEVA further warrants that it shall file requisite patent applications, including but not limited to any current or future variants of concern, and / or any improvements of the Licensed Technology, as per SIIPL’s instructions, as may be necessary and expedient to secure Patent Rights for protecting and covering the Licensed Technology (including but not limited to any current or future variants of concern, and / or any improvements of the Licensed Technology) in SIIPL Territory, SIIPL agrees to reimburse the costs incurred by VALNEVA in securing Patent Rights in all such geographies;
(f) VALNEVA further warrants that it shall commercially reasonably maintain any and all Licensed Patents; and
(g) In the event VALNEVA is entering into any financial, funding or loan arrangement with a Third Party for any purpose, then, (i) the responsibility of such financial, funding or loan arrangements (including any and all financial obligations) shall be at the sole cost, risk and consequence of VALNEVA without any liability on SIIPL whatsoever, and (ii) VALNEVA agrees that SIIPL shall not be liable and shall not be a party or connected to any financial, funding or loan arrangement and shall not bear any direct or indirect responsibility with respect to the same.
15.3 Warranties and Covenants of SIIPL. [***]
15.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE PROJECT AGREEMENTS, NEITHER PARTY MAKES ANY, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL, REPRESENTATIONS, GUARANTEES, OR WARRANTIES, IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT OR THE PROJECT AGREEMENTS OR THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NOTHING IN THIS AGREEMENT OR ANY PROJECT AGREEMENT SHALL CONSTITUTE OR BE CONSTRUED TO CONSTITUTE A REPRESENTATION OR WARRANTY THAT NO THIRD-PARTY RIGHTS ARE OR MAY BE REQUIRED TO CARRY OUT THE COLLABORATION AS CONTEMPLATED IN THIS AGREEMENT AND IN THE PROJECT AGREEMENTS, AND NOTHING HEREIN SHALL CONSTITUTE OR BE CONSTRUED TO CONSTITUTE A REPRESENTATION OR WARRANTY AS TO THE VALIDITY OF ANY PATENTS. […]
21. Good Business Practices; Anti-Bribery; Human Rights.
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21.6 Each Party represent and warrants as of the Effective Date, that: (a) it has not been convicted of, pleaded guilty to or charged with any offense involving fraud, corruption or bribery, or breach of any Applicable Laws in any jurisdiction or country, (b) it is not subject to or threatened by any actions, suits or proceedings for any alleged violation of any Applicable Laws.
21.7 Each Party agrees to immediately inform the other Party of the occurrence of any possible violation by such Party and/or its Representatives of any Anti-Corruption Laws.
21.8 Each Party hereby represents and warrants that all Representatives are appropriately trained on Anti-Corruption Laws on a regular basis and at least once per year.