IS THE EXCLUSIVE
LICENSEE OF THE LICENSED PATENTS; (IV) THE LICENSED PATENTS ARE VALID AND
ENFORCEABLE; (V) THE LICENSED PATENTS ARE NOT INVALID OR NON-ENFORCEABLE IN VIEW
OF ANY REFERENCES CURRENTLY KNOWN TO LICENSOR;
(VI) LICENSOR HAS THE RIGHT TO
GRANT THE RIGHTS AND LICENSES GRANTED HEREIN; (VII) TO THE BEST OF THE
LICENSOR'S KNOWLEDGE, THE LICENSED SUBJECT MATTER IS FREE AND CLEAR OF ANY LIEN,
ENCUMBRANCE, SECURITY INTEREST OR RESTRICTION ON LICENSE; (VIII) TO LICENSOR'S
BEST KNOWLEDGE, THE PRACTICE OF THE LICENSED SUBJECT MATTER WILL NOT INFRINGE
INTELLECTUAL PROPERTY OF THIRD PARTIES; (IX) IT HAS NOT PREVIOUSLY GRANTED, AND
WILL NOT GRANT DURING THE TERM OF THIS AGREEMENT, ANY RIGHT, LICENSE OR INTEREST
IN OR TO THE LICENSED SUBJECT MATTER, OR ANY PORTION THEREOF, INCONSISTENT WITH
THE LICENSE GRANTED TO SUPERGEN HEREIN; (X) TO THE BEST OF LICENSOR'S KNOWLEDGE,
THERE ARE NO THREATENED OR PENDING ACTIONS, SUITS, INVESTIGATIONS, CLAIMS OR
PROCEEDINGS IN ANY WAY RELATING TO THE LICENSED SUBJECT MATTER; (XI) THAT THE
LIST OF PATENTS AND PATENT APPLICATIONS IN EXHIBIT 1 IS A COMPLETE AND ACCURATE
LIST OF ALL PATENTS AND PATENT APPLICATIONS OWNED OR CONTROLLED BY LICENSOR THAT
RELATE TO THE FIELD; (XII) THAT THE LIST OF AGREEMENTS INCLUDED IN THIS
AGREEMENT AS EXHIBIT 3 IS A COMPLETE AND ACCURATE LIST OF AGREEMENTS ENTERED
INTO BY LICENSOR REGARDING THE LICENSED SUBJECT MATTER; (XIII) THAT THE
AGREEMENTS INCLUDED IN THIS AGREEMENT AS EXHIBIT 3 ARE TRUE COPIES OF ALL
ORIGINAL AGREEMENTS ENTERED INTO BY LICENSOR REGARDING THE LICENSED SUBJECT
MATTER; (XIV) THAT THE LICENSING OF THE SUBJECT MATTER OF THE AGREEMENTS
INCLUDED IN THIS AGREEMENT AS EXHIBIT 3, AND PRACTICE OF THE SUBJECT MATTER BY
SUPERGEN, IS CONSISTENT WITH ANY OBLIGATIONS UNDERTAKEN BY LICENSOR AS A
CONDITION OF ENTERING INTO SUCH AGREEMENTS, (XV) THE FIELD OF THE LICENSE
GRANTED IN ARTICLE 2 IS INCLUDED WITHIN THE LICENSES GRANTED TO LICENSOR BY THE
UNIVERSITY OF TEXAS AND BETH ISRAEL DEACONESS MEDICAL CENTER, AND (XVI) LICENSOR
WARRANTS THAT IT WILL MAINTAIN AND AVOID BREACH OF THE LICENSES THAT ARE THE
SUBJECT OF THIS AGREEMENT.
8.2
SUPERGEN.
SUPERGEN REPRESENTS AND WARRANTS THAT: (I) IT IS A
CORPORATION DULY ORGANIZED VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE AND (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON
THE PART OF SUPERGEN.
8.3
DISCLAIMER OF WARRANTIES.
LICENSOR WILL NOT, UNDER THE PROVISIONS
OF THIS AGREEMENT OR OTHERWISE, HAVE ANY DIRECT OR INDIRECT CONTROL OVER THE
MANNER IN WHICH SUPERGEN, OR ITS SUBLICENSEES OR THOSE OPERATING ON ITS BEHALF,
PRACTICE THE LICENSED SUBJECT MATTER, OR ANY USE OF LICENSED PRODUCTS BY ANY
PARTY.
LICENSED SUBJECT MATTER IS PROVIDED "AS IS," AND LICENSOR MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED
PRODUCT(S) INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY.
LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD TO LICENSED PRODUCTS, INCLUDING,
BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY AND
FITNESS FOR ANY