OR ANY OTHER APPLICABLE
LEGISLATION, IN THE COURSE OF THEIR PERFORMANCE UNDER THIS AGREEMENT.
6.2.2.
EXPORT CONTROLS.
THIS AGREEMENT IS MADE SUBJECT TO ANY
RESTRICTIONS CONCERNING THE EXPORT OF PRODUCTS OR TECHNICAL INFORMATION FROM THE
UNITED STATES OR OTHER COUNTRIES WHICH MAY BE IMPOSED UPON OR RELATED TO IAPL OR
INOVIO FROM TIME TO TIME.
IAPL AGREES THAT IT SHALL NOT EXPORT, DIRECTLY OR
INDIRECTLY, ANY TECHNICAL INFORMATION ACQUIRED FROM INOVIO UNDER THE AGREEMENT
OR ANY PRODUCTS USING SUCH TECHNICAL INFORMATION TO A LOCATION OR IN A MANNER
THAT AT THE TIME OF EXPORT REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL
APPROVAL, WITHOUT FIRST OBTAINING INOVIO'S PRIOR WRITTEN APPROVAL AND THE PRIOR
WRITTEN CONSENT TO DO SO FROM THE APPROPRIATE AGENCY OR OTHER GOVERNMENTAL
ENTITY.
7.
REPRESENTATIONS AND WARRANTIES.
7.1.
REPRESENTATIONS AND WARRANTIES OF EACH PARTY.
AS OF THE
EFFECTIVE DATE, EACH OF INOVIO AND IAPL HEREBY REPRESENTS AND WARRANTS TO THE
OTHER PARTY HERETO AS FOLLOWS:
11
(A)
IT IS A CORPORATION OR ENTITY DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OR OTHER JURISDICTION
OF ITS INCORPORATION OR FORMATION;
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY SUCH PARTY HAS BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE
ACTION AND DOES NOT REQUIRE ANY SHAREHOLDER ACTION OR APPROVAL;
(C)
IT HAS THE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER;
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PARTY OF THIS AGREEMENT AND ITS COMPLIANCE WITH THE TERMS AND PROVISIONS
DOES NOT AND SHALL NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS
AND PROVISIONS OF OR CONSTITUTE A DEFAULT UNDER (I) A LOAN AGREEMENT, GUARANTY,
FINANCING AGREEMENT, AGREEMENT AFFECTING A PRODUCT OR OTHER AGREEMENT OR
INSTRUMENT BINDING OR AFFECTING IT OR ITS PROPERTY; (II) THE PROVISIONS OF ITS
CHARTER OR OPERATIVE DOCUMENTS OR BYLAWS; OR (III) ANY ORDER, WRIT, INJUNCTION
OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY ENTERED AGAINST IT OR BY WHICH
ANY OF ITS PROPERTY IS BOUND; AND
(E)
IT HAS THE FULL RIGHT, POWER AND AUTHORITY
TO GRANT ALL OF THE RIGHT, TITLE AND INTEREST IN THE LICENSES GRANTED TO THE
OTHER PARTY UNDER THIS AGREEMENT.
7.2.
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF INOVIO.
INOVIO
HEREBY REPRESENTS, WARRANTS, AND COVENANTS TO IAPL THAT:
(A)
IT HAS THE FULL RIGHT, POWER AND AUTHORITY
TO GRANT ALL OF THE RIGHT, TITLE AND INTEREST IN THE LICENSES IN EXISTING INOVIO
PATENTS GRANTED TO IAPL UNDER THIS AGREEMENT;
(B)
TO THE BEST OF INOVIO'S KNOWLEDGE, THE
EXISTING INOVIO PATENTS ARE IN FORCE AND ARE NOT INVALID OR UNENFORCEABLE, IN
WHOLE OR IN PART.
TOGETHER WITH THE EXISTING INOVIO KNOW-HOW, THE EXISTING
INOVIO PATENTS COMPRISE THE INTELLECTUAL PROPERTY NECESSARY TO IAPL'S PRACTICE
OF THE LICENSES GRANTED HEREUNDER;
(C)
EXCEPT AS PROVIDED IN THE INOVIO THIRD
PARTY AGREEMENTS, INOVIO IS THE OWNER OF OR OTHERWISE CONTROLS THE EXISTING
INOVIO PATENTS, ALL OF WHICH ARE FREE AND CLEAR OF ANY LIENS, CHARGES AND
ENCUMBRANCES;
(D)