THIS AGREEMENT, EXCEPT FOR THE CONSENT OF THE OCS, THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS IN THE CONDUCT OF
THE COLLABORATION AND THE LICENSES AND RIGHTS TO BE GRANTED PURSUANT TO THIS
AGREEMENT (A) DO NOT CONFLICT WITH OR VIOLATE ANY REQUIREMENT OF APPLICABLE LAWS
OR REGULATIONS EXISTING AS OF THE DATE HEREOF AND (B) DO NOT CONFLICT WITH,
VIOLATE, BREACH OR CONSTITUTE A DEFAULT UNDER ANY CONTRACTUAL OBLIGATIONS OF
SUCH PARTY OR ANY OF ITS AFFILIATES EXISTING AS OF THE DATE HEREOF.
SECTION 7.4
ENFORCEABILITY.
BIOLINERX AND IKARIA EACH REPRESENTS AND
WARRANTS TO THE OTHER PARTY THAT THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION
BINDING UPON IT AND IS ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
SECTION 7.5
ADDITIONAL BIOLINERX REPRESENTATIONS.
BIOLINERX
REPRESENTS AND WARRANTS TO IKARIA THAT:
(A)
BIOLINERX HAS THE RIGHT TO GRANT THE LICENSES GRANTED TO IKARIA ON
THE TERMS SET FORTH IN THIS AGREEMENT;
(B)
BIOLINERX IS NOT ENGAGED WITH ANY THIRD PARTY IN ANY DEVELOPMENT
EFFORTS DIRECTED TO PRODUCTS IN THE FIELD IN THE TERRITORY OTHER THAN WITH
RESPECT TO THE ON-GOING PHASE I/II TRIAL, THE OTHER ON-GOING TRIALS OR THE
EXISTING PRODUCT AGREEMENTS;
(C)
BIOLINERX HAS PROVIDED IKARIA WITH TRUE AND COMPLETE COPIES OF
EACH OF THE EXISTING PRODUCT AGREEMENTS, EACH OF WHICH IS IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH ITS TERMS AS OF THE DATE HEREOF, AND HAS OBTAINED ALL
CONSENTS NECESSARY FOR THE ASSIGNMENT TO IKARIA OF EACH OF THE EXISTING PRODUCT
AGREEMENTS HEREUNDER, AND, FOLLOWING SUCH ASSIGNMENT, IKARIA SHALL HAVE THE
LEGAL RIGHT TO EXERCISE ALL RIGHTS OF BIOLINERX THAT EXISTED THEREUNDER
IMMEDIATELY PRIOR TO SUCH ASSIGNMENT;
(D)
TO BIOLINERX'S KNOWLEDGE, THE BIOLINERX PATENT RIGHTS LISTED IN
EXHIBIT B ARE VALID AND ENFORCEABLE AND CONSTITUTE ALL OF THE PATENT RIGHTS
NECESSARY OR USEFUL FOR IKARIA TO FULLY EXERCISE AND ENFORCE ITS RIGHTS
HEREUNDER;
(E)
TO BIOLINERX'S KNOWLEDGE, THE BIOLINERX PATENT RIGHTS ARE NOT
BEING INFRINGED AND THE BIOLINERX KNOW-HOW IS NOT BEING MISAPPROPRIATED BY ANY
THIRD PARTY;
(F)
BIOLINERX OWNS THE ENTIRE RIGHT, TITLE AND INTEREST IN AND TO THE
BIOLINERX INTELLECTUAL PROPERTY (OTHER THAN THE SUBLICENSED IP) FREE AND CLEAR
OF ANY LIENS, CHARGES, CLAIMS AND ENCUMBRANCES, AND NO OTHER PERSON HAS ANY
CLAIM OF OWNERSHIP OR RIGHT TO OBTAIN COMPENSATION WITH RESPECT TO SUCH
BIOLINERX INTELLECTUAL PROPERTY;
(G)
TO BIOLINERX'S KNOWLEDGE, THE PRODUCTS DEVELOPED IN THE
DEVELOPMENT PROGRAM AND THE DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF
SUCH PRODUCTS WILL NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY
RIGHTS NOT LICENSED TO IKARIA HEREUNDER; AND
(H)
BIOLINERX HAS NOT RECEIVED AND HAS NO KNOWLEDGE OF ANY CLAIM OR
DEMAND OF ANY PERSON PERTAINING TO, OR ANY PROCEEDING WHICH IS PENDING OR
THREATENED THAT ASSERTS, THE
26
INVALIDITY, MISUSE OR UNENFORCEABILITY OF THE BIOLINERX PATENT RIGHTS OR THAT
CHALLENGES BIOLINERX'S OWNERSHIP OF THE BIOLINERX INTELLECTUAL PROPERTY OR THAT
MAKES ANY ADVERSE CLAIM WITH RESPECT THERETO, AND, TO THE KNOWLEDGE OF
BIOLINERX, THERE IS NO BASIS FOR ANY SUCH CLAIM, DEMAND