this Section 11, this Section 11
allows, without prior approval of the other Party, disclosure of Confidential
Information or the terms and conditions of this Agreement: (i) by ISRG, to any
ISRG Affiliate, or to the respective auditors and business, financial, and legal
advisers of ISRG or any ISRG Affiliate who need to understand the proposed or
existing business relationship between PMII and ISRG, and (ii) by PMII, to any
PMII Affiliate, and to the respective auditors and business, financial, and
legal advisers who need to understand the proposed or existing business
relationship between PMII and ISRG.
19
12.
Representations and Warranties.
12.1.
Mutual Representations and Warranties.
Each Party
hereby represents and warrants to the other Party as follows:
(A)
IT IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION IN WHICH IT IS
INCORPORATED.
IT HAS CORPORATE POWER TO OWN ITS PROPERTIES AND TO CONDUCT ITS
BUSINESS AS CURRENTLY OWNED AND CONDUCTED.
(B)
IT HAS THE FULL LEGAL RIGHT AND POWER TO
ENTER INTO AND PERFORM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WITHOUT
NEED FOR ANY CONSENT, APPROVAL, AUTHORIZATION, LICENSE OR ORDER OF, OR NOTICE TO
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON.
THE EXECUTION,
DELIVERY, AND PERFORMANCE BY SUCH PARTY OF THIS AGREEMENT AND THE CONSUMMATION
BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY
AUTHORIZED AND APPROVED BY ALL NECESSARY CORPORATE ACTION OF SUCH PARTY.
THIS
AGREEMENT EVIDENCES THE LEGAL, VALID, AND BINDING OBLIGATIONS OF SUCH PARTY,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, FRAUDULENT CONVEYANCE, MORATORIUM, OR SIMILAR LAWS
RELATING TO OR AFFECTING THE RIGHTS AND REMEDIES OF CREDITORS GENERALLY.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH PARTY.
(C)
THE EXECUTION, DELIVERY, AND PERFORMANCE BY
IT OF THIS AGREEMENT DOES NOT AND WILL NOT VIOLATE ANY APPLICABLE LAW OR
REGULATION, NOR ANY AGREEMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND.
(D)
THE EXECUTION, DELIVERY, AND PERFORMANCE BY
IT OF THIS AGREEMENT DOES NOT REQUIRE THE APPROVAL OF ANY GOVERNMENTAL AUTHORITY
NOR THE APPLICATION FOR OR FILING OF OR FOR ANY LICENSE, PERMIT, APPROVAL,
WAIVER, NO-ACTION, OR SIMILAR PERMISSION FROM ANY GOVERNMENTAL AUTHORITY
(EXCLUDING THE REGULATORY APPROVALS EXPRESSLY DESCRIBED IN THIS AGREEMENT).
12.2.
Representations and Warranties of PMII.
PMII hereby
represents and warrants, as at the Agreement Date, as follows:
(A)
ISSUED PATENTS AND PATENT APPLICATIONS.
EXHIBIT 1.1(V) PROVIDES A TRUE, COMPLETE, AND CORRECT LIST AS OF THE AGREEMENT
DATE OF (I) ALL ISSUED PATENTS INCLUDED WITHIN THE LICENSED PATENT RIGHTS, AND
THE FILING DATE, ISSUE DATE, AND PATENT NUMBERS OF EACH SUCH PATENT; AND
(II) ALL APPLICATIONS FOR PATENTS INCLUDED WITHIN THE LICENSED PATENT RIGHTS,
INCLUDING THE TITLE, FILING DATE, AND APPLICATION NUMBER OF EACH SUCH
APPLICATION.
(B)
TITLE AND TRANSFER.
PMII (I) OWNS AND
HOLDS, FREE AND CLEAR OF ALL LIENS, ALL RIGHT, TITLE, AND INTEREST IN THE
LICENSED IP; (II) HAS THE EXCLUSIVE RIGHT TO USE