permission to use and license, all of the
BioAlliance Technology;
7.2.6 BioAlliance has not as of the Effective Date, and will not
during the Term, grant or place any liens, security interests and/or other
encumbrances in or on the BioAlliance Technology that would conflict or
interfere (including as due to a default or breach of a third party obligation
of BioAlliance) with the licenses granted to PAR herein;
15
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION
EXECUTION COPY
7.2.7 Exhibit A sets forth a true and complete list of all Patents
Controlled by BioAlliance that claim the Product or the use of the Product in
the Product Field in the Territory as of the Effective Date;
7.2.8 The BioAlliance Patents and BioAlliance Know-How licensed to PAR
hereunder constitute all intellectual property Controlled by BioAlliance that is
necessary or useful to develop, use or commercialize the Product in the
Territory;
7.2.9 As of the Effective Date, none of the BioAlliance Patents is
currently involved in any interference, reissue, reexamination, or opposition
proceeding, and neither BioAlliance nor any of its Affiliates has received any
written notice from any person, or has knowledge, of such actual or threatened
proceeding, and BioAlliance will inform PAR if any of the forgoing occurs during
the Term;
7.2.10 To BioAlliance's knowledge, as of the Effective Date, there is
no unauthorized use, infringement or misappropriation of any of the BioAlliance
Technology by any Third Party, including any current or former employee or
consultant of BioAlliance and its Affiliates, and BioAlliance will inform PAR if
any of the forgoing occurs during the Term;
7.2.11 All current, former and future employees and consultants of
BioAlliance and its Affiliates who are, have been or will be substantively
involved in the design, review, evaluation or development of BioAlliance
Technology or the Product have executed (or with respect to future employees or
consults will execute) written contracts or are otherwise obligated to protect
the Confidential Information of BioAlliance, and of any Third Party received
through their position with BioAlliance, and to vest in BioAlliance or its
Affiliates exclusive ownership of the BioAlliance Technology as they invent or
develop; and
7.2.12 BioAlliance has made available to or provided PAR with copies
of all Information in BioAlliance's Control regarding the Product and the
BioAlliance Technology, which could reasonably be expected to be material to
assessing the commercial potential for the Product, the ability to timely gain
Regulatory Approval of the Product, and/or the risks of infringing Third Party
intellectual property through development, manufacture, use, offer for sale,
sale or import of Product.
7.2.13 BioAlliance has not granted any license herein to PAR, which
could cease, expire or terminate upon the default or breach of any agreement
with a Third Party or bankruptcy of BioAlliance.
7.3 Disclaimer. Except as expressly set forth herein, BIOALLIANCE EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A