OR
OTHERWISE.
ARTICLE 13 -
REPRESENTATIONS AND WARRANTIES
SECTION 13.1
REPRESENTATIONS, WARRANTIES AND COVENANTS.
EACH PARTY HEREBY
REPRESENTS, WARRANTS AND COVENANTS TO THE OTHER PARTY AS OF THE EFFECTIVE DATE
AS FOLLOWS:
SECTION 13.2
CORPORATE AUTHORITY.
SUCH PARTY (A) HAS THE POWER AND AUTHORITY
AND THE LEGAL RIGHT TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS
HEREUNDER, AND (B) HAS TAKEN ALL NECESSARY ACTION ON ITS PART REQUIRED TO
AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED
ON BEHALF OF SUCH PARTY AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF
SUCH PARTY AND IS ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS SUBJECT TO
THE EFFECTS OF BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF GENERAL APPLICATION
AFFECTING THE ENFORCEMENT OF CREDITOR RIGHTS AND JUDICIAL PRINCIPLES AFFECTING
THE AVAILABILITY OF SPECIFIC PERFORMANCE AND GENERAL PRINCIPLES OF EQUITY,
WHETHER ENFORCEABILITY IS CONSIDERED A PROCEEDING AT LAW OR EQUITY.
SECTION 13.3
CONSENTS, APPROVALS, ETC.
ALL NECESSARY CONSENTS, APPROVALS AND
AUTHORIZATIONS OF ALL REGULATORY AUTHORITIES AND OTHER PARTIES REQUIRED TO BE
OBTAINED BY SUCH PARTY IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER HAVE BEEN OBTAINED.
SECTION 13.4
CONFLICTS.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER (A) DO NOT CONFLICT WITH OR
VIOLATE ANY REQUIREMENT OF APPLICABLE LAW OR ANY PROVISION OF THE ARTICLES OF
INCORPORATION, BYLAWS OR ANY SIMILAR INSTRUMENT OF SUCH PARTY, AS APPLICABLE, IN
ANY MATERIAL WAY, AND (B) DO NOT CONFLICT WITH, VIOLATE, OR BREACH OR CONSTITUTE
A DEFAULT OR REQUIRE ANY CONSENT NOT ALREADY OBTAINED UNDER, ANY CONTRACTUAL
OBLIGATION OR COURT OR ADMINISTRATIVE ORDER BY WHICH SUCH PARTY IS BOUND.
SECTION 13.5
INTELLECTUAL PROPERTY.
TO EACH PARTY'S KNOWLEDGE, AS OF THE
EFFECTIVE DATE, NO ADDITIONAL THIRD PARTY LICENSES ARE REQUIRED TO DEVELOP, USE
AND SELL THE ENEMA FORMULATION OF ALICAFORSEN.
SECTION 13.6
ISIS REPRESENTATIONS, WARRANTIES, AND COVENANTS. ISIS HEREBY
REPRESENTS, WARRANTS AND COVENANTS TO ATLANTIC AS OF THE EFFECTIVE DATE AS
FOLLOWS:
20
13.6.1
IP OWNERSHIP.
ISIS HAS THE SUFFICIENT LEGAL AND/OR BENEFICIAL TITLE
AND OWNERSHIP OF THE ALICAFORSEN PATENTS, THE ICAM-1 SPECIFIC PATENTS, AND THE
ISIS CORE TECHNOLOGY PATENTS AS IS NECESSARY TO FULFILL ITS OBLIGATIONS UNDER
THIS AGREEMENT AND TO GRANT THE LICENSES (OR SUBLICENSES AS THE CASE MAY BE) TO
ATLANTIC PURSUANT TO THIS AGREEMENT; ISIS HAS NOT PREVIOUSLY ENTERED INTO ANY
AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO, OR OTHERWISE ASSIGNED,
LICENSED, TRANSFERRED, CONVEYED OR OTHERWISE ENCUMBERED ITS RIGHT, TITLE OR
INTEREST IN OR TO THE ISIS DATA ("ISIS BACKGROUND KNOW HOW") OR THE ALICAFORSEN
PATENTS AND ICAM-1 SPECIFIC PATENTS LICENSED
HEREUNDER (INCLUDING BY GRANTING
ANY COVENANT NOT TO SUE WITH RESPECT THERETO) (THE ISIS BACKGROUND KNOW HOW AND
SUCH ALICAFORSEN PATENTS AND ICAM-1 SPECIFIC PATENTS LICENSED HEREUNDER TOGETHER
BEING THE "ISIS BACKGROUND IP").
TO THE BEST OF ISIS' KNOWLEDGE, THE
CONCEPTION, DEVELOPMENT AND REDUCTION TO PRACTICE OF THE ISIS