THE RIGHTS GRANTED IN THIS AGREEMENT;
(B)
IT HAS THE LEGAL RIGHT AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND TO PERFORM ALL OF ITS OBLIGATIONS HEREUNDER;
(C)
ALL CONSENTS, APPROVALS AND AUTHORIZATIONS
OF ALL GOVERNMENTAL AUTHORITIES AND OTHER PERSONS REQUIRED TO BE OBTAINED BY
SUCH PARTY IN CONNECTION WITH THIS AGREEMENT AND ITS RESPONSIBILITIES AND
ACTIVITIES HEREUNDER HAVE BEEN OBTAINED;
(D)
ITS EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT DOES NOT AND WILL NOT CONFLICT WITH, OR CONSTITUTE A BREACH OR
DEFAULT UNDER, OR REQUIRE THE CONSENT OF ANY THIRD PARTY UNDER, ITS CHARTER
DOCUMENTS OR ANY MATERIAL LICENSE, LOAN OR OTHER AGREEMENT, CONTRACT, COMMITMENT
OR INSTRUMENT TO WHICH IT IS A PARTY OR ANY OF ITS ASSETS ARE BOUND OR VIOLATE
ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION OR ANY RULING, WRIT,
INJUNCTION, ORDER, JUDGMENT OR DECREE OF ANY COURT, ADMINISTRATIVE AGENCY OR
OTHER GOVERNMENTAL BODY;
(E)
WHEN EXECUTED BY BOTH PARTIES, THIS
AGREEMENT WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF SUCH PARTY
AND SHALL BE ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS;
(F)
THERE ARE NO EXISTING OR THREATENED
ACTIONS, SUITS OR CLAIMS PENDING OR, TO THE BEST OF ITS KNOWLEDGE THREATENED
AGAINST IT THAT MAY AFFECT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE
AGREEMENT.
8.2
BY THE ASSIGNORS.
THE ASSIGNORS HEREBY
REPRESENT AND WARRANT TO ASSIGNEE THAT
11
(A)
THE ASSIGNORS HAVE OBTAINED THE RIGHTS OF
ALL OF THE INVENTORS AND PRIOR OWNERS OF THE INVENTORS PATENT AND HAVE THE RIGHT
TO VALIDLY ASSIGN THE INTELLECTUAL PROPERTY RIGHTS ASSIGNED UNDER SECTION 2
ABOVE TO ASSIGNEE, AND NO THIRD PARTY (INCLUDING THE UNIVERSITY OF MELBOURNE)
HAS A RIGHT TO LAY CLAIM TO ANY PART OF THE INVENTORS PATENT;
(B)
TO THE BEST OF THE ASSIGNORS' KNOWLEDGE,
INFORMATION, AND BELIEF, THE INVENTORS PATENT DOES NOT INFRINGE ANY THIRD
PARTY'S INTELLECTUAL PROPERTY RIGHTS.
(C)
THE PROVISIONS OF THIS AGREEMENT (INCLUDING
BUT NOT LIMITED TO THE REVENUE SHARING PROVISIONS SET FORTH IN SECTION 4, ABOVE)
DO NOT VIOLATE ANY APPLICABLE LAWS, REGULATIONS OR RULES TO WHICH THE ASSIGNORS
ARE SUBJECT, INCLUDING, WITHOUT LIMITATION, THOSE OF THE UNIVERSITY OF
MELBOURNE.
8.3
THE ASSIGNEE ACKNOWLEDGES AND AGREES THAT:
(A)
NO PROTOTYPE PRODUCT HAS BEEN DEVELOPED OR
TESTED BY THE ASSIGNORS TO DEMONSTRATE THE VALIDITY OR EFFICACY OF THE INVENTORS
PATENT;
(B)
ASSIGNEE ASSUMES THE SOLE RISK OF
INTERPRETING, APPLYING AND EXPLOITING THE INVENTORS PATENT AND RELEASES AND
INDEMNIFIES THE ASSIGNORS AND THEIR EMPLOYEES, STUDENTS, AGENTS, CONSULTANTS,
CONTRACTORS AND SUB-CONTRACTORS FROM AND AGAINST ALL LIABILITY OF ANY KIND
ARISING FROM THE USE OR EXPLOITATION OF THE INVENTORS PATENT OR THE INTELLECTUAL
PROPERTY BY OR THROUGH ASSIGNEE, UNLESS THE LIABILITY ARISES AS A RESULT OF THE
NEGLIGENT OR DELIBERATE ACTS OR OMISSIONS OF THE ASSIGNORS, THEIR EMPLOYEES OR
CONTRACTORS;
(C)
NOTHING IN THIS AGREEMENT IS TO BE
CONSTRUED AS A REPRESENTATION OR WARRANTY BY THE ASSIGNORS THAT THE INVENTORS
PATENT, OR INTELLECTUAL PROPERTY ARE SAFE, USEFUL, EFFECTIVE OR SUITABLE FOR ANY
PURPOSE WHATSOEVER OR THE USE OR APPLICATION