PARTY FROM ANY VIOLATION OR
THREATENED VIOLATION OF THIS ARTICLE 7.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1
REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES.
EACH PARTY HEREBY
REPRESENTS AND WARRANTS TO THE OTHER PARTY, AS OF THE EFFECTIVE DATE, THAT:
8.1.1
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;
8.1.2
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;
15
8.1.3
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;
8.1.4
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; AND
8.1.5
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 TO OBTAIN HSR CLEARANCE.
8.2
REPRESENTATIONS AND WARRANTIES OF REGULUS.
REGULUS HEREBY
REPRESENTS AND WARRANTS TO GSK, AS OF THE EFFECTIVE DATE, THAT:
8.2.1
REGULUS IS THE OWNER OF, OR OTHERWISE HAS THE RIGHT TO GRANT ALL
RIGHTS AND LICENSES IT PURPORTS TO GRANT TO GSK WITH RESPECT TO THE REGULUS
PATENTS UNDER THIS AGREEMENT;
8.2.2
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED
ANY SPECIAL INQUIRY, REGULUS IS NOT AWARE OF ANY OTHER INTELLECTUAL PROPERTY
RIGHTS OWNED OR CONTROLLED BY REGULUS OR ANY OF ITS FOUNDING COMPANIES THAT ARE
NECESSARY FOR GSK TO DEVELOP, MANUFACTURE, OR COMMERCIALIZE SPC-3649 IN THE
FIELD; AND
8.2.3
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED
ANY SPECIAL INQUIRY, NO WRITTEN CLAIMS HAVE BEEN MADE AGAINST REGULUS OR ITS
FOUNDING COMPANIES ALLEGING THAT ANY OF THE REGULUS PATENTS ARE INVALID OR
UNENFORCEABLE OR INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
8.3
REGULUS COVENANTS.
REGULUS HEREBY COVENANTS TO GSK, THAT:
8.3.1
[INTENTIONALLY LEFT BLANK]; AND
8.3.2
WITH RESPECT TO THE RIGHTS TO REGULUS PATENTS EXISTING AS OF THE
EFFECTIVE DATE, REGULUS WILL NOT ENTER INTO ANY AGREEMENT AFTER THE EFFECTIVE
DATE WITH A FOUNDING COMPANY OR A THIRD PARTY THAT WOULD RESTRICT OR LIMIT
(I) THE LICENSES GRANTED BY