OR PROCEEDING.
SECTION 7.6
BGN LICENSE AGREEMENT.
BIOLINERX REPRESENTS, WARRANTS
AND COVENANTS TO IKARIA THAT:
(A)
BIOLINERX HAS PROVIDED IKARIA WITH A TRUE AND COMPLETE COPY OF THE
BGN LICENSE AGREEMENT, WHICH IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS
TERMS AS OF THE DATE HEREOF;
(B)
BIOLINERX SHALL OBTAIN AND PROVIDE TO IKARIA WITHIN TEN (10) DAYS
OF EXECUTION OF THIS AGREEMENT A WRITTEN STATEMENT FROM BGN CERTIFYING THAT THE
TERMS OF THIS AGREEMENT ARE CONSISTENT WITH THOSE OF THE BGN LICENSE AGREEMENT,
INCLUDING IN THE CONTEXT OF SECTION 13.4.1(C) THEREOF;
(C)
BIOLINERX HAS (I) ACHIEVED BY ITS DESIGNATED PERFORMANCE DATE EACH
MILESTONE (AS THAT TERM IS DEFINED IN THE BGN LICENSE AGREEMENT) HAVING A
DESIGNATED PERFORMANCE DATE ON OR BEFORE THE DATE HEREOF, OR OBTAINED A WAIVER
IN RESPECT THEREOF, AND (II) NEITHER (A) COMMITTED ANY MATERIAL BREACH OF THE
ITS OBLIGATIONS UNDER THE BGN LICENSE AGREEMENT NOR (B) RECEIVED ANY NOTICE FROM
BGN OF ANY ALLEGED MATERIAL BREACH THEREOF BY BIOLINERX OR OF ANY FAILURE (AS
THAT TERM IS DEFINED THEREIN);
(D)
BIOLINERX SHALL UPON RECEIPT BY BIOLINERX PROMPTLY PROVIDE IKARIA
WITH A COPY OF ANY NOTICE FROM BGN DESCRIBED IN THE FOREGOING CLAUSE (C)(II)(B);
(E)
BIOLINERX SHALL NOT TERMINATE, AMEND, SUPPLEMENT OR OTHERWISE
MODIFY THE BGN LICENSE AGREEMENT WITHOUT IKARIA'S PRIOR WRITTEN CONSENT;
(F)
THE RIGHTS AND OBLIGATIONS OF BIOLINE JERUSALEM L.P. UNDER THE
BGN LICENSE AGREEMENT HAVE BEEN ASSIGNED AND DELEGATED, OR OTHERWISE
TRANSFERRED, TO BIOLINERX;
(G)
AS BETWEEN BIOLINERX AND IKARIA, BIOLINERX SHALL BE RESPONSIBLE
FOR ANY AND ALL PAYMENTS TO BE MADE UNDER THE BGN LICENSE AGREEMENT;
(H)
IN THE EVENT OF ANY TERMINATION OF THE BGN LICENSE AGREEMENT,
BIOLINERX SHALL, AT IKARIA'S REQUEST, PROVIDE ALL REASONABLE ASSISTANCE TO
IKARIA IN IKARIA'S EFFORTS TO OBTAIN FROM BGN AN EXCLUSIVE LICENSE TO THE
SUBLICENSED IP, INCLUDING THROUGH ENFORCEMENT OF THE PROVISIONS OF SECTIONS
5.2.3 AND 13.4.1(C) OF THE BGN LICENSE AGREEMENT.
SECTION 7.7
EMPLOYEE, CONSULTANT AND ADVISOR LEGAL OBLIGATIONS.
BIOLINERX AND IKARIA EACH REPRESENTS AND WARRANTS THAT EACH OF ITS AND ITS
AFFILIATES' EMPLOYEES, CONSULTANTS AND ADVISORS WHO IS OR WILL BE INVOLVED IN
PERFORMING ANY OBLIGATIONS HEREUNDER HAS EXECUTED OR WILL HAVE EXECUTED AN
AGREEMENT OR HAVE AN EXISTING OBLIGATION UNDER LAW REQUIRING ASSIGNMENT TO SUCH
PARTY OF ALL INTELLECTUAL PROPERTY MADE DURING THE COURSE OF AND AS THE RESULT
OF HIS, HER OR ITS ASSOCIATION WITH SUCH PARTY OR SUCH AFFILIATE, AND OBLIGATING
SUCH EMPLOYEE, CONSULTANT OR ADVISOR TO MAINTAIN THE CONFIDENTIALITY OF
CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED UNDER
27
ARTICLE VI.
BIOLINERX AND IKARIA EACH REPRESENTS AND WARRANTS THAT, TO ITS
KNOWLEDGE, NONE OF ITS OR ITS AFFILIATES' EMPLOYEES, CONSULTANTS OR ADVISORS WHO
IS OR WILL BE INVOLVED IN PERFORMING ANY OBLIGATIONS HEREUNDER IS, AS A RESULT
OF THE NATURE OF SUCH OBLIGATIONS TO BE PERFORMED BY THE PARTIES, IN VIOLATION
OF ANY COVENANT IN ANY CONTRACT RELATING TO NON-DISCLOSURE OF PROPRIETARY
INFORMATION, NON-COMPETITION OR NON-SOLICITATION.
SECTION 7.8
ACCURACY OF REPRESENTATIONS AND WARRANTIES ON EFFECTIVE
DATE.
THE