ADVISORS HAS EXECUTED AN AGREEMENT OR HAS AN EXISTING
*CONFINDENTIAL TREATMENT REQUESTED
11
OBLIGATION UNDER LAW OBLIGATING SUCH EMPLOYEE, CONSULTANT OR ADVISOR TO MAINTAIN
THE CONFIDENTIALITY OF CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED UNDER
ARTICLE IV.
SECTION 5.5
LITIGATION.
THE COMPANY
REPRESENTS AND WARRANTS THAT THERE IS NO PENDING OR, TO ITS KNOWLEDGE,
THREATENED LITIGATION AGAINST IT RELATING TO THE PRODUCTS OR THE PRODUCT
INTELLECTUAL PROPERTY, EXCEPT AS DISCLOSED IN EXHIBIT C HERETO.
SECTION 5.6
INTELLECTUAL PROPERTY.
THE
COMPANY REPRESENTS AND WARRANTS TO THE PURCHASER THAT, AS OF THE EFFECTIVE DATE,
AND EXCEPT AS DESCRIBED IN SECTION 3.5, (A) THE COMPANY OWNS THE ENTIRE RIGHT,
TITLE AND INTEREST IN AND TO THE LICENSED PATENT RIGHTS AND LICENSED KNOW-HOW,
(B) THE COMPANY HAS THE RIGHT TO GRANT TO THE PURCHASER THE RIGHTS AND LICENSES
UNDER THE LICENSED PATENT RIGHTS AND LICENSED KNOW-HOW GRANTED IN THIS
AGREEMENT, (C) NONE OF THE LICENSED PATENT RIGHTS WAS FRAUDULENTLY PROCURED FROM
THE RELEVANT GOVERNMENTAL PATENT GRANTING AUTHORITY, (D) AS OF THE EFFECTIVE
DATE, THERE IS NO CLAIM OR DEMAND OF ANY PERSON PERTAINING TO, OR ANY PROCEEDING
WHICH IS PENDING OR THREATENED, THAT ASSERTS THE INVALIDITY, MISUSE OR
UNENFORCEABILITY OF THE LICENSED PATENT RIGHTS OR CHALLENGES THE COMPANY'S
OWNERSHIP OF THE LICENSED PATENT RIGHTS OR LICENSED KNOW-HOW OR MAKES ANY
ADVERSE CLAIM WITH RESPECT THERETO, AND, TO THE KNOWLEDGE OF THE COMPANY, THERE
IS NO BASIS FOR ANY SUCH CLAIM, DEMAND OR PROCEEDING, (E) TO THE KNOWLEDGE OF
THE COMPANY, AS OF THE EFFECTIVE DATE, THE LICENSED PATENT RIGHTS ARE NOT BEING
INFRINGED AND THE LICENSED KNOW-HOW IS NOT BEING USED BY ANY THIRD PARTY, (F) TO
THE KNOWLEDGE OF THE COMPANY, THE PRODUCTS AND THE PROCESSES USED TO MAKE THE
PRODUCTS DO NOT INFRINGE ANY THIRD PARTY PATENT RIGHTS, EXCEPT AS DISCLOSED IN
EXHIBIT C, AND (G) THE LICENSED PATENT RIGHTS INCLUDE ALL OF THE PATENT RIGHTS
CONTROLLED BY THE COMPANY ON THE EFFECTIVE DATE WHICH COVER THE PRODUCT, OR, IN
THE CASE OF PATENT APPLICATIONS INCLUDED IN THE PATENT RIGHTS, CLAIMS IF ISSUED,
WOULD COVER THE PRODUCT.
SECTION 5.7
NO WARRANTIES.
EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PARTIES MAKE NO REPRESENTATIONS AND
EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
Article VI
Term and Termination
SECTION 6.1
TERM.
THIS AGREEMENT SHALL
BECOME EFFECTIVE AS OF THE EFFECTIVE DATE, MAY BE TERMINATED AS SET FORTH IN
THIS ARTICLE VI, AND OTHERWISE REMAINS IN EFFECT UNTIL THE EXPIRATION OF ALL OF
THE LICENSES DESCRIBED IN SECTION 2.1.
SECTION 6.2
TERMINATION FOR MATERIAL
BREACH.
UPON ANY MATERIAL BREACH OF THIS AGREEMENT BY EITHER PARTY (IN SUCH
CAPACITY, THE "BREACHING PARTY"), THE OTHER PARTY MAY TERMINATE THIS AGREEMENT
BY PROVIDING SIXTY (60) DAYS' WRITTEN NOTICE TO THE BREACHING PARTY, SPECIFYING
THE MATERIAL BREACH.
THE TERMINATION SHALL BECOME EFFECTIVE AT THE END OF THE
SIXTY (60) DAY PERIOD UNLESS THE BREACHING PARTY CURES SUCH BREACH DURING SUCH
SIXTY (60) DAY PERIOD.
SECTION 6.3
VOLUNTARY ABANDONMENT.
SHOULD
THE PURCHASER DETERMINE THAT IS WISHES