a freedom to operate search with respect to any MCIT Patent Rights or
any MCIT Technology Know-How.
2.2.7
MCIT has not received any claim in writing from any Third Party
contesting the validity, enforceability, licensability, use or ownership of any
MCIT Patent Rights or MCIT Technology Know-How.
2.2.8
There are no pending declaratory judgment actions,
interferences, oppositions, reissue proceedings or re-examinations involving the
MCIT Patent Rights or MCIT Technology Know-How.
2.3
OXIS Representations and Warranties. OXIS hereby represents,
warrants and covenants on its and its Affiliates' behalf that:
2.3.1
Neither OXIS nor its Affiliates shall use MCIT Patent Rights or
MCIT Technology Know-How other than as expressly set forth herein and neither
OXIS nor its Affiliates shall misappropriate MCIT Patent Rights or MCIT
Technology Know-How at any time.
2.3.2
OXIS and its Affiliates shall comply with the intellectual
property, confidentiality and non-use provisions set forth herein.
2.3.3
OXIS and its Affiliates shall not attempt to reverse engineer
MCIT Technology Know-How or any Licensed Products manufactured by or on behalf
of MCIT.
2.3.4
The execution and delivery of this Agreement and its performance
by OXIS will not result in any breach or violation of, or constitute a default
under, any agreement, instrument, judgment or order to which OXIS is bound.
-4-
2.4
EXCEPT AS SET FORTH IN SECTION 2.2, MCIT MAKES NO GUARANTEES OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, TO OXIS AND SPECIFICALLY EXCLUDES,
WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR USE WITH RESPECT TO MCIT PATENT RIGHTS OR MCIT TECHNOLOGY
KNOW-HOW AND ANY INFORMATION OR DATA FURNISHED HEREUNDER OR UNDER THE RA, AND
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:
(I)
A WARRANTY OR REPRESENTATION THAT ANYTHING MADE, USED, SOLD OR
OTHERWISE DISPOSED OF UNDER ANY LICENSE UNDER THIS AGREEMENT IS OR WILL BE FREE
FROM INFRINGEMENT OF VALID, ISSUED PATENTS OF THIRD PARTIES;
(II)
A REQUIREMENT THAT MCIT SHALL FILE ANY PATENT APPLICATION, SECURE
ANY PATENT OR MAINTAIN OR DEFEND ANY PATENT OR PATENT APPLICATION IN FORCE;
(III)
GRANTING BY IMPLICATION, ESTOPPEL OR OTHERWISE, ANY LICENSES OR
RIGHTS UNDER PATENTS OF MCIT, REGARDLESS OF WHETHER SUCH OTHER PATENTS ARE
DOMINANT OF OR SUBORDINATE TO ANY OTHER PATENTS;
(IV)
AN OBLIGATION TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD
PARTIES FOR INFRINGEMENT; OR
(V)
CONFERRING A RIGHT TO USE IN ADVERTISING, PUBLICITY, OR OTHERWISE
ANY TRADEMARK OR TRADENAME OF MCIT.
2.5
MCIT MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO
MANUFACTURE, USE, SALE, OFFER FOR SALE, IMPORT, TRANSFER, OR OTHER DISPOSITION
OF LICENSED PRODUCTS.
2.6
NOTHING HEREIN WILL BE CONSTRUED AS A WARRANTY AND/OR
REPRESENTATION AS TO THE SCOPE AND/OR VALIDITY OF ANY CLAIM OF ANY MCIT PATENT
RIGHTS OR THAT ANY MCIT PATENT RIGHT IS ENFORCEABLE.
3.
License Grant.
3.1
Subject to all terms of this Agreement, MCIT hereby grants OXIS:
(i) a fee-bearing, terminable, indivisible, non-transferable, right and license,
with the right to grant sublicenses, to use and