SOLELY OWNED OR CONTROLLED BY
SUCH OTHER PARTY, THEN SUCH PARTY SHALL EITHER (A) DELAY SUCH PROPOSED
PUBLICATION, FOR UP TO [***] DAYS FROM THE DATE THE OTHER PARTY INFORMED SUCH
PARTY OF ITS OBJECTION TO THE PROPOSED PUBLICATION, TO PERMIT THE TIMELY
PREPARATION AND FIRST FILING OF PATENT APPLICATION(S) ON THE INFORMATION
INVOLVED OR (B) REMOVE THE IDENTIFIED DISCLOSURES PRIOR TO PUBLICATION.
THE
PARTIES AGREE THAT ALL PUBLICATIONS OF RESULTS OF THE DEVELOPMENT ACTIVITIES BY
EITHER PARTY SHALL ACKNOWLEDGE THE CONTRIBUTION OF THE OTHER PARTY, ITS
AFFILIATES, PARENT COMPANIES AND THIRD PARTY COLLABORATORS, AS APPLICABLE, TO
SUCH RESULTS.
ARTICLE 10
REPRESENTATIONS AND WARRANTIES
10.1
REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES.
EACH PARTY HEREBY
REPRESENTS AND WARRANTS TO THE OTHER PARTY, AS OF THE EFFECTIVE DATE, THAT:
10.1.1
SUCH PARTY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION AND HAS
FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CARRY OUT
THE PROVISIONS HEREOF;
90
10.1.2
SUCH PARTY HAS TAKEN ALL NECESSARY ACTION ON ITS PART TO AUTHORIZE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER;
10.1.3
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF SUCH
PARTY, AND CONSTITUTES A LEGAL, VALID, BINDING OBLIGATION, ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH THE TERMS HEREOF;
10.1.4
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
PARTY WILL NOT CONSTITUTE A DEFAULT UNDER NOR CONFLICT WITH ANY AGREEMENT,
INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, TO WHICH IT IS A PARTY OR BY WHICH
IT IS BOUND, NOR VIOLATE ANY LAW OR REGULATION OF ANY COURT, GOVERNMENTAL BODY
OR ADMINISTRATIVE OR OTHER AGENCY HAVING JURISDICTION OVER SUCH PARTY;
10.1.5
NO GOVERNMENT AUTHORIZATION, CONSENT, APPROVAL, LICENSE, EXEMPTION OF
OR FILING OR REGISTRATION WITH ANY COURT OR GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, UNDER ANY
APPLICABLE LAWS, RULES OR REGULATIONS CURRENTLY IN EFFECT, IS OR WILL BE
NECESSARY FOR, OR IN CONNECTION WITH, THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH,
OR FOR THE PERFORMANCE BY IT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH
OTHER AGREEMENTS EXCEPT AS MAY BE REQUIRED UNDER THE CONVERTIBLE PROMISSORY NOTE
OR TO OBTAIN HSR
CLEARANCE; AND
10.1.6
IT HAS NOT EMPLOYED (AND, TO THE BEST OF ITS KNOWLEDGE, HAS NOT USED
A CONTRACTOR OR CONSULTANT THAT HAS EMPLOYED) AND IN THE FUTURE WILL NOT EMPLOY
(OR, TO THE BEST OF ITS KNOWLEDGE, USE ANY CONTRACTOR OR CONSULTANT THAT
EMPLOYS; PROVIDED, THAT, SUCH PARTY MAY REASONABLY RELY ON A REPRESENTATION MADE
BY SUCH CONTRACTOR OR CONSULTANT) ANY PERSON DEBARRED BY THE FDA (OR SUBJECT TO
A SIMILAR SANCTION OF EMEA OR FOREIGN EQUIVALENT), OR ANY PERSON WHICH IS THE
SUBJECT OF AN FDA DEBARMENT INVESTIGATION OR PROCEEDING (OR SIMILAR PROCEEDING
OF EMEA OR FOREIGN EQUIVALENT), IN THE CONDUCT OF THE PRE-CLINICAL STUDIES OR
CLINICAL STUDIES OF COLLABORATION COMPOUNDS AND RELATED LICENSED