Common use of ICN'S Representations Clause in Contracts

ICN'S Representations. ICN hereby represents, warrants and covenants to Schering as follows: (a) ICN owns or has sufficient rights in and to the Know-How and ICN Trademark, free and clear of any liens or encumbrances, to grant the rights to Schering as contained in this Agreement; (b) ICN is not aware of any existing third party trademark, trade name or other intellectual property rights in the Territory that might be infringed by the import, distribution, marketing, use or sale of the Product in the Territory under the ICN Trademark or through the use of the ICN name; (c) During the Exclusive Period, ICN will use diligent efforts not to diminish the right under its Know-How and ICN Trademark granted to Schering hereunder, including without limitation by not committing or permitting any acts or omissions which would cause the breach of any agreements between itself and third parties which provide for intellectual property rights applicable to the development, manufacture, use or sale of Product. ICN agrees to provide Schering promptly with notice of any such alleged breach. ICN is in compliance in all material respects with any such agreements with third parties; (d) Data summaries provided to Schering by ICN prior to the Effective Date relating to the clinical trials of the Product, taken as a whole, accurately represent the underlying raw data; (e) ICN has provided to Schering a summary of all adverse events known to ICN relating to the Product; (f) ICN has disclosed to Schering all information known to ICN concerning (i) patents owned by third parties that might be infringed by Schering's use of the Product to treat chronic hepatitis C; or (ii) patent applications owned, or reasonably believed by ICN to be owned, by third parties that, if issued as a patent, might be infringed by Schering's use of the Product to treat chronic hepatitis C; (g) ICN has no knowledge of any circumstances that (i) would adversely affect the commercial utility of the use of the Product to treat chronic hepatitis C; or (ii) that would render Schering liable to a third party for patent infringement as a consequence of Schering's use of the Product to treat chronic hepatitis C; and (h) (i) ICN has disclosed to Schering all distributorship agreements, marketing arrangements or similar agreements whereby ICN is selling, distributing or supplying the Product (including directly or through Affiliates of ICN) or whereby ICN has authorized third parties to make, sell, distribute or supply the Product (collectively "License Agreements"); (ii) Exhibit 2.1 sets forth a list of all License Agreements; (iii) no contract, agreement or understanding, either oral or in writing, modifies, amends or supplements the License Agreements; and (iv) ICN shall not enter into any License Agreements between the date hereof and the Effective Date. (i) Except as set forth in Exhibit 2.1, ICN has not granted any rights under the Know-How to any third party to either make, sell, distribute or supply the Product. (j) As soon as practicable following the Effective Date, ICN shall at its sole cost and expense (A) terminate (and not renew, where applicable), or allow to expire, the License Agreements listed on Exhibit 2.1(A); (B) terminate (by agreement with the other Party thereto, or otherwise) the License Agreements listed on Exhibit 2.1(B); and (C) use reasonable efforts to amend the License Agreements listed on Exhibit 2.1

ICN'S Representations. ICN hereby represents, warrants and covenants to Schering as follows: (a) ICN owns or has sufficient rights in and to the Know-How and ICN Trademark, free and clear of any liens or encumbrances, to grant the rights to Schering as contained in this Agreement; (b) ICN is not aware of any existing third party trademark, trade name or other intellectual property rights in the Territory that might be infringed by the import, distribution, marketing, use or sale of the Product in the Territory under the ICN Trademark or through the use of the ICN name; (c) During the Exclusive Period, ICN will use diligent efforts not to diminish the right under its Know-How and ICN Trademark granted to Schering hereunder, including without limitation by not committing or permitting any acts or omissions which would cause the breach of any agreements between itself and third parties which provide for intellectual property rights applicable to the development, manufacture, use or sale of Product. ICN agrees to provide Schering promptly with notice of any such alleged breach. ICN is in compliance in all material respects with any such agreements with third parties; (d) Data summaries provided to Schering by ICN prior to the Effective Date relating to the clinical trials of the Product, taken as a whole, accurately represent the underlying raw data; (e) ICN has provided to Schering a summary of all adverse events known to ICN relating to the Product; (f) ICN has disclosed to Schering all information known to ICN concerning (i) patents owned by third parties that might be infringed by Schering's use of the Product to treat chronic hepatitis C; or (ii) patent applications owned, or reasonably believed by ICN to be owned, by third parties that, if issued as a patent, might be infringed by Schering's use of the Product to treat chronic hepatitis C; (g) ICN has no knowledge of any circumstances that (i) would adversely affect the commercial utility of the use of the Product to treat chronic hepatitis C; or (ii) that would render Schering liable to a third party for patent infringement as a consequence of Schering's use of the Product to treat chronic hepatitis C; and (h) (i) ICN has disclosed to Schering all distributorship agreements, marketing arrangements or similar agreements whereby ICN is 38 45 selling, distributing or supplying the Product (including directly or through Affiliates of ICN) or whereby ICN has authorized third parties to make, sell, distribute or supply the Product (collectively "License Agreements"); (ii) Exhibit 2.1 sets forth a list of all License Agreements; (iii) no contract, agreement or understanding, either oral or in writing, modifies, amends or supplements the License Agreements; and (iv) ICN shall not enter into any License Agreements between the date hereof and the Effective Date. (i) Except as set forth in Exhibit 2.1, ICN has not granted any rights under the Know-How to any third party to either make, sell, distribute or supply the Product. (j) As soon as practicable following the Effective Date, ICN shall at its sole cost and expense (A) terminate (and not renew, where applicable), or allow to expire, the License Agreements listed on Exhibit 2.1(A); (B) terminate (by agreement with the other Party thereto, or otherwise) the License Agreements listed on Exhibit 2.1(B); and (C) use reasonable efforts to amend the License Agreements listed on Exhibit 2.1