OBLIGATIONS HEREUNDER.
11.2
REPRESENTATIONS AND WARRANTIES OF LICENSOR.
LICENSOR HEREBY REPRESENTS AND WARRANTS TO LICENSEE, AS OF THE EXECUTION DATE OF
THIS AGREEMENT, AS FOLLOWS:
11.2.1
LICENSOR OWNS OR HAS (AND WILL FOR THE TERM OF ANY SUCH
GRANT HEREUNDER MAINTAIN) THE LAWFUL RIGHT TO GRANT THE LICENSE RIGHTS GRANTED
HEREIN.
11.2.2
TO LICENSOR'S KNOWLEDGE, THE USE OF ANY RIGHT IN THE
LICENSOR PATENT RIGHTS GRANTED HEREUNDER DOES NOT INFRINGE ANY RIGHT OF A THIRD
PARTY.
11.2.3
LICENSOR HAS NOT RECEIVED ANY NOTICE OR OTHER
COMMUNICATION, WRITTEN OR ORAL, FROM UNIVERSITY REGARDING ANY BREACH BY LICENSOR
OF ITS OBLIGATIONS UNDER THE UNIVERSITY LICENSE.
11.2.4
LICENSOR HAS PROVIDED LICENSEE WITH A COMPLETE, CURRENT,
AND ACCURATE COPY OF THE UNIVERSITY LICENSE SUBJECT ONLY TO REDACTION OF CERTAIN
FINANCIAL TERMS RELATED TO LICENSOR'S PAYMENT OF AN INITIAL LICENSE FEE TO
UNIVERSITY SET FORTH IN SECTION 8.1 THEREOF.
LICENSOR HAS ALSO PROVIDED
LICENSEE WITH COPIES OF ALL AMENDMENTS AND MODIFICATIONS TO THE UNIVERSITY
LICENSE AND WILL PROVIDE TO LICENSEE SUCH FUTURE AMENDMENTS AND MODIFICATIONS TO
THE UNIVERSITY LICENSE AS ARE ENTERED INTO DURING THE TERM.
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LICENSOR HAS PROVIDED LICENSEE WITH TRUE AND COMPLETE COPIES OF ALL MATERIAL
CORRESPONDENCE BETWEEN LICENSOR AND UNIVERSITY CONCERNING THE UNIVERSITY LICENSE
RECEIVED OR SENT BY LICENSOR SUBSEQUENT TO THE INITIAL EXECUTION OF THE
UNIVERSITY LICENSE.
11.2.5
LICENSOR HAS CARRIED OUT ALL REQUIREMENTS UNDER THE
UNIVERSITY LICENSE THAT ARE NECESSARY TO ENABLE IT TO VALIDLY GRANT SUBLICENSES
TO LICENSEE PURSUANT TO THE TERMS THEREOF, AND THAT THERE ARE NO OTHER
REQUIREMENTS NECESSARY TO ENABLE LICENSOR TO VALIDLY GRANT SUBLICENSES UNDER THE
UNIVERSITY LICENSE.
11.2.6
SUBJECT TO SUCH RIGHTS AS THE UNIVERSITY MAY HAVE
GRANTED TO THIRD PARTIES IN THE LICENSED PATENT WITH RESPECT TO PRODUCTS NOT
CONTAINING API, NO THIRD PARTY OTHER THAN UNIVERSITY HAS ANY RIGHTS, TITLE OR
INTEREST IN OR TO THE LICENSOR PATENT RIGHTS.
11.2.7
LICENSOR HAS RECEIVED NO NOTICE OF DEFAULT UNDER THE
UNIVERSITY LICENSE AND LICENSOR IS NOT IN DEFAULT AND THERE ARE NO CIRCUMSTANCES
EXISTING AS OF THE EFFECTIVE DATE WHICH CONSTITUTE A DEFAULT UNDER THE
UNIVERSITY LICENSE.
11.2.8
THE UNIVERSITY LICENSE IS A LEGAL, VALID AND BINDING
AGREEMENT, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT AS ENFORCEABILITY MAY
BE LIMITED BY BANKRUPTCY, FRAUDULENT CONVEYANCE, INSOLVENCY, REORGANIZATION,
MORATORIUM AND OTHER LAWS RELATING TO OR AFFECTING CREDITORS' RIGHT GENERALLY
AND BY GENERAL EQUITABLE PRINCIPLES.
11.2.9
OTHER THAN THE UNIVERSITY LICENSE, LICENSOR IS NOT A
PARTY TO ANY MATERIAL AGREEMENT, CONTRACT OR COMMITMENT PERTAINING TO THE
PRODUCT IN THE TERRITORY.
11.3
MUTUAL LIMITATIONS ON WARRANTIES.
OTHER THAN THE
REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES PURSUANT TO SECTION 11, THE
PARTIES DISCLAIM ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY
OR FITNESS FOR A
26
PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE.
12.
COVENANTS
12.1
COVENANTS OF THE PARTIES.
12.1.1
THROUGHOUT THE TERM, LICENSOR AND LICENSEE WILL COMPLY
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS CONCERNING