THIRD PARTY TO USE ANY TRADEMARKS (AS DEFINED IN THE NEW DISTRIBUTION
AGREEMENT). FOR THE AVOIDANCE
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OF DOUBT, NYCOMED AGREES THAT, BEGINNING ON THE EFFECTIVE DATE, IT SHALL NOT
GRANT ANY ADDITIONAL SUCH SUBLICENSES TO THIRD PARTIES.
3.2.
TMC REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. TMC HEREBY
REPRESENTS, WARRANTS AND COVENANTS TO NYCOMED THAT:
3.2.1.
CORPORATE POWER. TMC HAS THE CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THE TRANSACTION AGREEMENTS AND TO PERFORM THE TRANSACTION
AGREEMENTS AND THE QUALITY AGREEMENTS. THE EXECUTION AND DELIVERY OF THE
TRANSACTION AGREEMENTS AND THE PERFORMANCE OF THE TRANSACTION AGREEMENTS AND THE
QUALITY AGREEMENTS BY TMC HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION OF TMC.
3.2.2.
VALIDITY. EACH OF THE TRANSACTION AGREEMENTS, WHEN EXECUTED AND
DELIVERED BY TMC, SHALL BE AND EACH OF THE QUALITY AGREEMENTS IS THE LEGAL,
VALID AND BINDING OBLIGATION OF TMC, ENFORCEABLE AGAINST TMC IN ACCORDANCE WITH
ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY LAW AND
OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY.
3.2.3.
NON-CONTRAVENTION. THE EXECUTION AND DELIVERY OF THE TRANSACTION
AGREEMENTS AND THE PERFORMANCE OF THE TRANSACTION AGREEMENTS AND THE QUALITY
AGREEMENTS BY TMC DO NOT AND WILL NOT (I) CONFLICT WITH, OR CONSTITUTE A BREACH
OR DEFAULT UNDER, OR REQUIRE THE CONSENT OF ANY THIRD PARTY UNDER, TMC'S CHARTER
DOCUMENTS OR ANY MATERIAL LICENSE, LOAN OR OTHER AGREEMENT, CONTRACT, COMMITMENT
OR INSTRUMENT TO WHICH TMC IS A PARTY OR ANY OF ITS ASSETS ARE BOUND, (II)
VIOLATE ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION OR ANY RULING, WRIT,
INJUNCTION, ORDER, JUDGMENT OR DECREE OF ANY COURT, ADMINISTRATIVE AGENCY OR
OTHER GOVERNMENTAL BODY, OR (III) REQUIRE THE CONSENT, APPROVAL OR AUTHORIZATION
OF, OR NOTICE, DECLARATION, FILING OR REGISTRATION WITH, ANY THIRD PARTY OR ANY
GOVERNMENTAL OR REGULATORY AUTHORITY.
3.2.4.
NO LITIGATION. THERE IS NO ACTION OR PROCEEDING PENDING OR, IN SO
FAR AS TMC KNOWS, THREATENED AGAINST TMC OR ANY OF ITS AFFILIATES BEFORE ANY
COURT, ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL WHICH COULD IMPACT UPON TMC'S
RIGHT, POWER AND AUTHORITY TO ENTER INTO ANY OF THE TRANSACTION AGREEMENTS OR TO
CARRY OUT ITS OBLIGATIONS UNDER ANY OF THE TRANSACTION AGREEMENTS OR THE QUALITY
AGREEMENTS. EXCEPT AS SET FORTH IN SCHEDULE 3.2.4, TO ITS KNOWLEDGE, TMC HAS NOT
RECEIVED WRITTEN NOTICE OF ANY CLAIMS BY THIRD PARTIES THAT WOULD RESULT IN
NON-RELEASED CLAIMS AGAINST NYCOMED.
3.3.
KNOWLEDGE. WHERE A REPRESENTATION OR WARRANTY CONTAINED IN THIS
SECTION 3 IS STATED TO BE TO A PARTY'S KNOWLEDGE, THIS SHALL MEAN TO THE ACTUAL
KNOWLEDGE OF ALL OF THE OFFICERS AND APPROPRIATE KEY PERSONNEL OF SUCH PARTY OR
ITS AFFILIATES, AFTER REASONABLE INQUIRY.
3.4.
NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED
IN THIS AGREEMENT, THE NEW AGREEMENTS AND THE QUALITY AGREEMENTS,
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(A) NEITHER TMC NOR NYCOMED MAKES ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, IN FACT OR IN LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND (B)