AGREEMENT.
(F)
OWNERSHIP.
TO LICENSOR'S KNOWLEDGE, IT OWNS OR HOLDS VALID AND
ENFORCEABLE LICENSES TO THE LICENSED PATENTS AND LICENSED TECHNICAL INFORMATION
AND HAS SUFFICIENT RIGHTS AND POWER TO GRANT THE LICENSES TO LICENSEE THAT IT
PURPORTS TO GRANT HEREIN.
(G) THIRD PARTY RIGHTS.
LICENSOR HAS NO KNOWLEDGE OF ANY THIRD PARTY
INTELLECTUAL PROPERTY RIGHT THAT IS INFRINGED BY THE USE OR COMMERCIALIZATION OF
THE LICENSED PRODUCTS AS CONTEMPLATED HEREBY.
8.2 REPRESENTATIONS AND WARRANTIES BY LICENSEE:
LICENSEE REPRESENTS, WARRANTS
AND COVENANTS TO LICENSOR:
(A) CORPORATE POWER.
LICENSEE IS DULY ORGANIZED AND VALIDLY EXISTING UNDER THE
LAWS OF THE STATE OF NEVADA AND HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CARRY OUT THE PROVISIONS HEREOF.
(B) DUE AUTHORIZATION.
LICENSEE IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THE PERSON EXECUTING THIS
AGREEMENT ON LICENSEE'S BEHALF HAS BEEN DULY AUTHORIZED TO DO SO BY ALL
REQUISITE CORPORATION ACTION.
(C) BINDING AGREEMENT.
THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION BINDING
UPON LICENSEE AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY LICENSEE DOES NOT CONFLICT WITH
ANY AGREEMENT, INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, TO WHICH IT IS A
PARTY OR BY WHICH IT MAY BE BOUND, NOR VIOLATE ANY MATERIAL LAW OR REGULATION OF
ANY COURT, GOVERNMENTAL BODY OR ADMINISTRATIVE OR OTHER AGENCY HAVING
JURISDICTION OVER IT.
8.3 EXCEPT FOR ANY EXPRESS WARRANTY GIVEN IN SECTION 8.1 OR 8.2, NEITHER PARTY
MAKES ANY WARRANTY, AND EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE
OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
IX.
ASSIGNMENT
9.1 NEITHER THIS AGREEMENT NOR ANY RIGHT OR OBLIGATION HEREUNDER IS ASSIGNABLE
IN
WHOLE OR IN PART BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ASSIGN THIS AGREEMENT,
WITHOUT SUCH CONSENT TO A THIRD PARTY IN CONNECTION WITH ANY MERGER,
ACQUISITION, CONSOLIDATION, REORGANIZATION (IN WHICH A CHANGE OF CONTROL
OCCURS), CHANGE OF CONTROL OF OR BY THE ASSIGNING PARTY, OR THE SALE OF ALL,
SUBSTANTIALLY ALL OR A MAJORITY OF SUCH PARTIES' ASSETS OR VOTING SECURITIES.
A
"CHANGE OF CONTROL" OCCURS WHEN OVER FIFTY PERCENT (50%) OF A PARTY'S THEN
OUTSTANDING SECURITIES ARE ACQUIRED BY A THIRD PARTY.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF EACH OF THE PARTY'S SUCCESSORS AND ASSIGNEES PROVIDED
THAT SUCH SUCCESSORS OR ASSIGNEES ASSUME THE PARTY'S OBLIGATIONS UNDER THIS
AGREEMENT.
X.
TERM AND TERMINATION
10.1
TERM. SUBJECT TO SECTIONS 10.2 AND 10.3
HEREINBELOW, THE TERM OF THIS AGREEMENT IS FROM THE EFFECTIVE DATE UNTIL THE
FIVE (5) YEAR ANNIVERSARY OF THE EFFECTIVE DATE (THE "TERM").
10.2
TERMINATION FOR BREACH.
EACH PARTY SHALL HAVE
THE RIGHT TO TERMINATE THIS AGREEMENT IF THE OTHER PARTY BREACHES THIS AGREEMENT
AND FAILS TO CURE SUCH BREACH WITHIN THIRTY (30) DAYS FOLLOWING THE DATE