PARTY TO USE OR DISCLOSE THE OTHER PARTY'S CONFIDENTIAL
INFORMATION IN THE PATENT APPLICATION BEFORE THE APPLICATION IS FILED AND FOR
OTHER DISCLOSURES MADE DURING THE PROSECUTION OF THE PATENT APPLICATION.
9.8
AVECIA COVENANTS AND AGREES THAT AVECIA WILL
USE PHARMATHENE TECHNOLOGY ONLY FOR PRODUCTION OF DRUG SUBSTANCE UNDER THIS
AGREEMENT EXCEPT AS OTHERWISE AGREED BETWEEN THE PARTIES.
9.9
AT THE REQUEST OF PHARMATHENE, AVECIA SHALL
PROVIDE PHARMATHENE WITH ACCESS TO ANY AND ALL PHARMATHENE TECHNOLOGY IN THE
POSSESSION OF AVECIA; AND PROVIDE, AS
Page 20 of 29
CONFIDENTIAL
REQUESTED, SAMPLES OF CELL LINES, VECTORS AND POLYNUCLEOTIDES IN THE POSSESSION
OF AVECIA THAT IS PHARMATHENE TECHNOLOGY.
10.
WARRANTIES, LIABILITY AND INDEMNITY
10.1
SAVE AS EXPRESSLY SET OUT IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY IMPLIED BY
LAW).
10.2
(A)
AVECIA WARRANTS THAT IT POSSESSES AND SHALL
MAINTAIN IN FULL FORCE AND EFFECT AT ALL TIMES DURING THE TERM OF THIS AGREEMENT
ALL LICENCES, PERMITS AND SIMILAR CERTIFICATES REQUIRED FOR THE OPERATION OF THE
FACILITY AND FOR THE PRODUCTION OF DRUG SUBSTANCE AND THE STORAGE OF THE
MATERIALS AND COMPONENTS FOR PRODUCTION OF DRUG SUBSTANCE.
AVECIA SHALL
PROMPTLY NOTIFY PHARMATHENE IF AVECIA RECEIVES NOTICE THAT ANY SUCH LICENSE,
PERMIT, OR APPROVAL IS OR MAY BE REVOKED OR SUSPENDED.
(B) AVECIA REPRESENTS AND WARRANTS THAT (I) AVECIA IS LICENSED TO THE
PPOPTM TECHNOLOGY AND THAT SUCH LICENSE IS IN FULL FORCE AND EFFECT; (II) AVECIA
HAS THE RIGHT TO GRANT THE SUBLICENSES TO THE PPOPTM TECHNOLOGY THAT HAVE BEEN
GRANTED TO PHARMATHENE UNDER THIS AGREEMENT; (III) THE GRANTING OF SUCH
SUBLICENSES DOES NOT REQUIRE THE CONSENT OF ANY THIRD PARTY AND IS NOT
INCONSISTENT WITH ANY RIGHTS OR LICENSES THAT HAVE BEEN GRANTED TO ANY OTHER
PERSON OR ENTITY; AND (IV) SUCH SUBLICENSES HAVE BEEN VALIDLY GRANTED.
10.3
INTELLECTUAL PROPERTY INDEMNITY:
EACH PARTY ("THE
FIRST PARTY") SHALL BE LIABLE FOR AND INDEMNIFY THE OTHER ("THE SECOND PARTY")
AGAINST ANY LIABILITY, LOSS, CLAIM, DAMAGE, PROCEEDINGS AND COSTS WHATSOEVER
ARISING OUT OF ANY ACTUAL OR SUSPECTED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
OF A THIRD PARTY (AN "INTELLECTUAL PROPERTY INFRINGEMENT") AS A RESULT OF THE
SECOND PARTY'S USE OF THE INTELLECTUAL PROPERTY OF THE FIRST PARTY IN
PERFORMANCE OF A PROGRAMME, PROVIDED THAT THE SECOND PARTY:
(A)
GIVES THE FIRST PARTY THE SOLE CONDUCT OF
THE DEFENCE TO ANY CLAIM OR ACTION IN RESPECT OF THE INTELLECTUAL PROPERTY
INFRINGEMENT AND DOES NOT AT ANY TIME ADMIT LIABILITY OR OTHERWISE SETTLE OR
COMPROMISE OR ATTEMPT TO SETTLE OR COMPROMISE THE SAID CLAIM OR ACTION EXCEPT
UPON THE EXPRESS INSTRUCTIONS OF THE FIRST PARTY; AND
(B)
ACTS IN ACCORDANCE WITH THE REASONABLE
INSTRUCTIONS OF THE FIRST PARTY AND GIVES THE FIRST PARTY SUCH ASSISTANCE AS IT
SHALL REASONABLY REQUIRE IN RESPECT OF THE CONDUCT OF SUCH DEFENCE.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 10.2, THE FIRST PARTY'S
LIABILITY TO INDEMNIFY THE SECOND PARTY SHALL CEASE IN RESPECT OF CONTINUING USE
BY THE SECOND PARTY OF THE INTELLECTUAL PROPERTY