DISCLOSURE ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY UPON REQUEST.
THE PARTIES AGREE
THAT ALL PUBLICATIONS OF RESULTS OF
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THE COLLABORATION SHALL ACKNOWLEDGE THE CONTRIBUTION OF THE OTHER PARTY TO SUCH
RESULTS, WHICH SHALL BE CO-AUTHORSHIP IN ACCORDANCE WITH ACCEPTED PRACTICES OF
AUTHORSHIP JUSTIFICATION.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
7.1
REPRESENTATIONS AND WARRANTIES OF
GENAISSANCE.
GENAISSANCE REPRESENTS AND WARRANTS TO BAYER AS OF THE EFFECTIVE
DATE THAT:
(A)
GENAISSANCE IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN CORPORATE GOOD STANDING UNDER THE LAWS OF
DELAWARE, WHOSE ORGANIZATION NUMBER ASSIGNED BY THE SECRETARY OF STATE OF
DELAWARE IS 2288980;
(B)
GENAISSANCE HAS THE LEGAL RIGHT, AUTHORITY
AND POWER TO ENTER INTO THIS AGREEMENT, PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT, AND GRANT TO BAYER THE LICENSES, SECURITY INTEREST AND OTHER RIGHTS
GRANTED PURSUANT TO THIS AGREEMENT;
(C)
UPON THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THIS AGREEMENT SHALL CONSTITUTE A VALID AND BINDING OBLIGATION OF
GENAISSANCE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAWS AFFECTING CREDITORS' AND CONTRACTING PARTIES' RIGHTS GENERALLY
AND EXCEPT AS ENFORCEABILITY MAY BE SUBJECT TO GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN
EQUITY OR AT LAW);
(D)
ALL NECESSARY CONSENTS, APPROVALS AND
AUTHORIZATIONS OF ALL GOVERNMENT AUTHORITIES AND OTHER PERSONS REQUIRED TO BE
OBTAINED BY IT IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT HAVE BEEN OBTAINED;
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS AGREEMENT, THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PERFORMANCE OF
GENAISSANCE'S OBLIGATIONS IN THE CONDUCT OF THE COLLABORATION AND THE LICENSES,
SECURITY INTEREST AND OTHER RIGHTS GRANTED PURSUANT TO THIS AGREEMENT (I) DO NOT
CONFLICT WITH OR VIOLATE ANY REQUIREMENT OF APPLICABLE LAWS OR REGULATIONS
EXISTING AS OF THE EFFECTIVE DATE, AND (II) DO NOT CONFLICT WITH, VIOLATE,
BREACH OR CONSTITUTE A DEFAULT UNDER ANY CONTRACTUAL OBLIGATIONS OF GENAISSANCE
EXISTING AS OF THE EFFECTIVE DATE;
(F)
ALL OF ITS EMPLOYEES, OFFICERS,
CONSULTANTS AND ADVISORS WHO ARE OR WILL BE INVOLVED IN THE COLLABORATION HAVE
EXECUTED OR WILL HAVE EXECUTED AGREEMENTS OR HAVE EXISTING OBLIGATIONS UNDER LAW
REQUIRING ASSIGNMENT TO GENAISSANCE OF INVENTIONS MADE BY THEM IN THE CONDUCT OF
THE COLLABORATION, AND OBLIGATING SUCH INDIVIDUALS TO MAINTAIN AS CONFIDENTIAL
BAYER'S CONFIDENTIAL INFORMATION, TO THE EXTENT REQUIRED TO SUPPORT
GENAISSANCE'S OBLIGATIONS UNDER THIS AGREEMENT;
(G)
TO THE KNOWLEDGE OF GENAISSANCE, THE
GENAISSANCE PRIOR IP AND THE GENAISSANCE KNOW-HOW THAT WILL BE USED BY THE
PARTIES IN THE COLLABORATION HAVE NOT BEEN DEVELOPED OR OBTAINED BY GENAISSANCE
IN VIOLATION OF ANY CONTRACTUAL OBLIGATION TO ANY THIRD PARTY NOR HAVE THEY BEEN
MISAPPROPRIATED FROM ANY THIRD PARTY OR OBTAINED WITHOUT THE PROPER CONSENT OF
ANY THIRD PARTY;
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(H)
EXCEPT AS OTHERWISE DISCLOSED TO BAYER BY
GENAISSANCE AS OF THE EFFECTIVE DATE, THERE IS NO ACTION, SUIT OR PROCEEDING
WHICH IS PENDING OR, TO THE KNOWLEDGE OF THE OFFICERS OF GENAISSANCE, NO WRITTEN
CLAIM