TO RECEIVE ANY PAYMENTS DUE BUT UNPAID BEFORE EXPIRATION OR TERMINATION.
(B)
THE FOLLOWING ARTICLES SHALL SURVIVE
EXPIRATION OR TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED: [***]
[CONFIDENTIAL TREATMENT REQUIRED] TO THE EXTENT APPLICABLE TO ACTIVITIES
OCCURRING BEFORE OR SURVIVING TERMINATION AND ANY OTHER PROVISIONS WHICH ARE
EXPRESSED TO SURVIVE EXPIRATION OR TERMINATION OR WHICH ARE REQUIRED TO GIVE
EFFECT TO SUCH EXPIRATION OR TERMINATION.
THE [***] [CONFIDENTIAL TREATMENT
REQUIRED].
ALL OTHER RIGHTS AND OBLIGATIONS SHALL TERMINATE.
13.
REPRESENTATIONS, WARRANTIES AND COVENANTS
13.1
AUTHORITY AND CONSENTS
(A)
UCB AND IMCLONE EACH REPRESENT AND WARRANT
TO THE OTHER PARTY THAT AS OF THE EFFECTIVE DATE:
(I)
IT HAS FULL RIGHT, POWER AND AUTHORITY
TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND HAS TAKEN ALL NECESSARY CORPORATE ACTION ON ITS PART REQUIRED TO AUTHORISE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT;
(II)
TO ITS KNOWLEDGE, THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY THAT IS
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS SUBJECT TO ALL LIMITATIONS
OF BANKRUPTCY, LIQUIDATION, PRINCIPLES OF EQUITY (INCLUDING MORATORIUM AND
ENFORCEMENTS OF CREDITORS' RIGHTS GENERALLY), GENERAL PRINCIPLES OF EQUITY
(INCLUDING THOSE RELATING TO SPECIFIC PERFORMANCE, INJUNCTIONS AND OTHER
REMEDIES) AND PUBLIC POLICY CONSTRAINTS (INCLUDING THOSE PERTAINING TO
LIMITATIONS OR EXCLUSION OF LIABILITY, COMPETITION LAW, PENALTIES AND
JURISDICTIONAL ISSUES INCLUDING CONFLICTS OF LAW);
(III)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY SUCH PARTY DOES NOT CONFLICT WITH ANY AGREEMENT, INSTRUMENT OR
UNDERSTANDING TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, NOR TO ITS
KNOWLEDGE VIOLATE ANY LAW, RULE OR REGULATION OF ANY COURT, GOVERNMENTAL BODY OR
ADMINISTRATIVE OR OTHER AGENCY HAVING JURISDICTION OVER IT;
104
(IV)
SUCH PARTY HAS NOT GRANTED ANY RIGHTS TO ANY
THIRD PARTY THAT WOULD CONFLICT WITH THE RIGHTS GRANTED TO THE OTHER PARTY UNDER
THIS AGREEMENT;
(V)
SUCH PARTY HAS THE RIGHT TO GRANT THE
LICENCES, SUBLICENCES AND OTHER RIGHTS GRANTED BY IT PURSUANT TO THIS AGREEMENT;
AND
(VI)
ALL EMPLOYEES AND OFFICERS (OTHER THAN
ADMINISTRATIVE AND
NON-TECHNICAL PERSONNEL) OF IT AND ITS AFFILIATES INVOLVED IN THE DEVELOPMENT,
COMMERCIALISATION OR MANUFACTURE OF ANTIBODY PRODUCTS FOR AGREED INDICATIONS OR
INDEPENDENT INDICATIONS HAVE EXECUTED AGREEMENTS REQUIRING ASSIGNMENT TO THE
PARTY OR ITS AFFILIATES OF ALL INVENTIONS MADE DURING THE COURSE OF AND AS A
RESULT OF THEIR ASSOCIATION WITH SUCH PARTY OR ITS AFFILIATES AND OBLIGATING THE
INDIVIDUAL TO MAINTAIN AS CONFIDENTIAL THE CONFIDENTIAL INFORMATION OF SUCH
PARTY AND ITS AFFILIATES.
(B)
UCB AND IMCLONE EACH COVENANT AND AGREE TO
THE OTHER PARTY THAT DURING THE TERM, NEITHER IT NOR ITS AFFILIATES WILL GRANT
ANY RIGHTS TO ANY THIRD PARTY THAT WOULD CONFLICT WITH THE RIGHTS GRANTED TO THE
OTHER PARTY UNDER THIS AGREEMENT.
(C)
UCB AND IMCLONE EACH REPRESENT AND WARRANT
TO THE OTHER PARTY THAT NEITHER IT, NOR ANY OF ITS AFFILIATES, HAS BEEN DEBARRED
AND IS NOT SUBJECT TO DEBARMENT AND THAT IT AND THEY HAVE NOT