the U.S. Government (and other applicable U.S. laws and
regulations) pertaining to the Licensed Products and Licensed Service (including
any associated products, items, articles, computer software, media, services,
technical data, and other information). Licensee certifies that it will not,
directly or indirectly, export (including any deemed export), or re-export
(including any deemed re-export) the Licensed Products and Licensed Service
(including any associated products, items, articles, computer software, media,
services, technical data, and other information) in violation of applicable U.S.
laws and regulations. Licensee will include a provision in its agreements,
substantially similar to this Section 10, with its Sublicensees, third party
wholesalers and distributors, third party manufacturers, and physicians,
hospitals or other healthcare providers who purchase a
10
Licensed Product, requiring that these parties comply with all then-current
applicable U.S. export laws and regulations and other applicable U.S. laws and
regulations. Licensee will also comply with all then-current laws and
regulations of non-U.S. countries in the Territory with respect to any export or
import of Licensed Products and Licensed Service.
11.
Representations and Disclaimers
11.1
Licensor Representations. Licensor represents and warrants to
Licensee that to the knowledge of Licensor (i) Licensor is the owner or agent of
the entire right, title, and interest in and to Patent Rights (other than the
right, title and interest of any joint owner identified in Exhibit A), (ii)
Licensor has the right to grant licenses hereunder, and (iii) Licensor has not
knowingly granted and will not knowingly grant licenses or other rights under
the Patent Rights that are in conflict with the terms and conditions in this
Agreement.
11.2
Licensor Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN PARAGRAPH
11.1, LICENSEE UNDERSTANDS AND AGREES THAT NEITHER LICENSOR NOR LICENSOR MAKES
ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, AS TO THE LICENSED PRODUCTS OR LICENSED SERVICE, OR AS TO
THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY,
SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF
DEVELOPMENT, PATENTABILITY, AND/OR BREADTH OF PATENT RIGHTS. NEITHER LICENSOR
NOR LICENSOR MAKES ANY REPRESENTATION AS TO WHETHER ANY PATENT WITHIN PATENT
RIGHTS IS VALID, OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL
BE HELD, BY OTHERS OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF PATENT
RIGHTS IN FIELD. NEITHER LICENSOR NOR LICENSOR MAKES ANY REPRESENTATION THAT THE
INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD
OR THAT WILL BE HELD BY OTHERS OR BY LICENSOR. NOTHING IN THIS AGREEMENT WILL BE
CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR
RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE PATENT RIGHTS,
WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS, OR THE
TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED HEREIN.
11.3
Licensee Representations. By execution of this Agreement, Licensee
represents, warrants, acknowledges, covenants and agrees (a) that Licensee has
not been induced in any way by or its employees to enter into this Agreement,
and