AGREEMENT, EMPLOY OR USE THE SERVICES OF ANY PERSON WHO IS
DEBARRED, IN CONNECTION WITH THE DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION
OF THE PRODUCT. IN THE EVENT THAT EITHER PARTY BECOMES AWARE OF THE DEBARMENT OR
THREATENED DEBARMENT OF ANY PERSON PROVIDING SERVICES TO SUCH PARTY,
CONFIDENTIAL
INCLUDING THE PARTY ITSELF AND ITS AFFILIATES OR SUBLICENSEES, WHICH DIRECTLY OR
INDIRECTLY RELATE TO ACTIVITIES UNDER THIS AGREEMENT, THE OTHER PARTY SHALL BE
IMMEDIATELY NOTIFIED IN WRITING.
16.2.
REPRESENTATIONS AND WARRANTIES OF SEPRACOR. SEPRACOR
REPRESENTS AND WARRANTS TO GSK THAT, AS OF THE EFFECTIVE DATE:
(A)
IT HAS THE FULL RIGHT AND AUTHORITY TO GRANT THE RIGHTS AND
LICENSES PROVIDED HEREIN;
(B)
SEPRACOR IS THE EXCLUSIVE OWNER OF ALL RIGHT, TITLE AND INTEREST
IN THE SEPRACOR PATENTS LISTED IN SCHEDULE 1.44. TO THE BEST OF SEPRACOR'S
KNOWLEDGE, THE ISSUED CLAIMS IN THE SEPRACOR PATENTS LISTED IN SCHEDULE 1.44 ARE
VALID AND ENFORCEABLE, AND THE PATENT APPLICATIONS HAVE BEEN DULY FILED;
(C)
TO THE BEST OF SEPRACOR'S KNOWLEDGE, NEITHER THE DEVELOPMENT, USE,
SALE OR IMPORT OF THE PRODUCT IN THE GSK TERRITORY, AS CURRENTLY BEING
MANUFACTURED AND COMMERCIALIZED IN THE SEPRACOR TERRITORY, INFRINGES ANY THIRD
PARTY'S VALID PATENTS OR CONSTITUTES A MISAPPROPRIATION OF A THIRD PARTY'S TRADE
SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. FOR PURPOSES OF THIS SECTION
16.2(C) AND SECTION 16.2(D) BELOW, THE PHRASE "TO THE BEST OF SEPRACOR'S
KNOWLEDGE" MEANS THE ACTUAL KNOWLEDGE OF THE ATTORNEYS IN SEPRACOR'S LEGAL
DEPARTMENT AND THE MEMBERS OF SEPRACOR'S CORPORATE SENIOR MANAGEMENT TEAM;
(D)
TO THE BEST OF SEPRACOR'S KNOWLEDGE, IN THE GSK TERRITORY, THERE
IS NO THIRD PARTY INFRINGING ANY OF THE SEPRACOR PATENTS OR MISAPPROPRIATING
SEPRACOR KNOW-HOW IN DEROGATION OF THE RIGHTS GRANTED TO GSK IN THIS AGREEMENT
WITH RESPECT TO THE PRODUCT;
(E)
SEPRACOR IS THE EXCLUSIVE OWNER OF ALL RIGHT, TITLE AND INTEREST
IN THE PRODUCT TRADEMARKS. THE PRODUCT TRADEMARKS ARE AVAILABLE FOR VALID
REGISTRATION, OR HAVE BEEN VALIDLY REGISTERED, BY SEPRACOR IN ALL THE MAJOR
MARKETS EXCEPT AS SET FORTH ON SCHEDULE 16.2(G);
(F)
IT HAS NOT PREVIOUSLY GRANTED ANY RIGHT, LICENSE OR INTEREST IN
OR TO THE SEPRACOR TECHNOLOGY, OR ANY PORTION THEREOF, OR THE PRODUCT
TRADEMARKS, OR ANY CONFUSING SIMILAR TRADEMARKS, THAT IS IN CONFLICT WITH THE
RIGHTS OR LICENSES GRANTED TO GSK UNDER THIS AGREEMENT;
(G)
EXCEPT AS SET FORTH ON SCHEDULE 16.2(G), THERE ARE NO ACTUAL OR TO
THE BEST OF SEPRACOR'S KNOWLEDGE, THREATENED, ANTICIPATED, PENDING OR ALLEGED
ACTIONS, SUITS, CLAIMS, INTERFERENCE PROCEEDINGS OR GOVERNMENTAL INVESTIGATIONS
IN THE GSK TERRITORY INVOLVING THE PRODUCT, SEPRACOR TECHNOLOGY OR THE PRODUCT
TRADEMARKS BY OR AGAINST SEPRACOR, OR ANY OF ITS AFFILIATES;
(H)
TO SEPRACOR'S KNOWLEDGE, THERE IS NO ACTUAL, PENDING, ALLEGED OR
THREATENED PRODUCT LIABILITY ACTION NOR INTELLECTUAL PROPERTY RIGHT LITIGATION
IN RELATION TO THE PRODUCT, ALL THE FOREGOING BEING APPLICABLE FOR THE GSK
TERRITORY;
CONFIDENTIAL
(I)
TO SEPRACOR'S KNOWLEDGE, THERE IS NO ACTUAL, PENDING, ALLEGED OR
THREATENED INFRINGEMENT IN THE GSK TERRITORY BY A THIRD PARTY OF ANY OF THE
SEPRACOR TECHNOLOGY OR PRODUCT TRADEMARKS RELATING TO