Common use of PARI Representations and Warranties Clause in Contracts

PARI Representations and Warranties. PARI represents, warrants and covenants that, other than as set forth on Exhibit 12.1 attached hereto: (a) PARI is a corporation duly organized, existing and in good standing under the laws of Germany, with full right, power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement does not conflict with, violate or breach any agreement to which PARI is a party, any court order to which PARI is a party or subject to or PARI's organizational documents; (c) this Agreement has been duly executed and delivered by PARI and is a legal, valid and binding obligation enforceable against PARI in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws relating to or affecting creditors' rights generally and equitable principles; (d) as of the Effective Date: (i) PARI owns or has the right to license to Transave all of the PARI Intellectual Property, and the PARI Intellectual Property includes all Patent Rights and Know-How in which PARI has a right or license that may be applicable to the Device in the Transave Field; (ii) PARI has the right to grant the licenses and rights set forth in this Agreement; and (iii) to the best of PARI's knowledge, patents within the PARI Intellectual Property are valid and enforceable, and are not known to be infringed by any third party in the Transave Territory; (e) as of the Effective Date, to the best knowledge of PARI, PARI has not intentionally withheld from Transave any material information related to the Device; to the best knowledge of PARI, the information relating to the Device provided by PARI to Transave does not contain any misstatement of a material fact nor omit to state any material fact required to make such information as of the date of submission to Transave not materially misleading; (f) PARI shall perform its activities under a Work Plan in a competent and professional manner, in accordance with a Work Plan, Applicable Laws and Standards and any reasonable instructions provided by Transave to PARI; and (g) to PARI’s knowledge as of the Effective Date, the Device does not infringe, misappropriate or otherwise violate any patent or other Intellectual Property Rights of any Third Party.

PARI Representations and Warranties. PARI represents, warrants and covenants that, other than as set forth on Exhibit 12.1 attached hereto: (a) PARI is a corporation duly organized, existing and in good standing under the laws of Germany, with full right, power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement does not conflict with, violate or breach any agreement to which PARI is a party, any court order to which PARI is a party or subject to or PARI's organizational documents’s certificate of incorporation or bylaws; (c) this Agreement has been duly executed and delivered by PARI and is a legal, valid and binding obligation enforceable against PARI in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws relating to or affecting creditors' ’ rights generally and equitable principles; (d) as of the Effective Date: (i) PARI owns or has the right to license to Transave all of controls the PARI Licensed Intellectual Property, and the PARI Intellectual Property includes all Patent Rights and Know-How in which PARI has a right or license that may be applicable to the Device in the Transave Field; (ii) PARI has the right to grant the licenses and rights set forth in this Agreement; and (iii) no patents within the PARI Licensed Intellectual Property have been involved in any reissue, reexamination, interference, opposition or equivalent or similar proceeding or in any litigation; (iv) to the best of PARI's ’s knowledge, any patents within the PARI Licensed Intellectual Property are valid and enforceable, and are not known to be infringed by any third party in the Transave Territory;; and (v) PARI is unaware of any information that would adversely affect the validity or enforceability of any of the patent rights within the PARI Licensed Intellectual Property. [*]. (e) to the best of PARI’s knowledge as of the Effective Date, to the best knowledge development, manufacture, use, importation, exportation and sale of PARIthe Inhaler as specified by the Inhaler Development Plan and Inhaler Specifications, in the Territory will not infringe any patent or other intellectual property rights of any third party; (f) PARI has not intentionally knowingly withheld from Transave ABARIS any material information related in PARI’s possession relating to the functionality, manufacture, safety or efficacy of the eFlow IMP Device; , Test Inhaler or Inhaler or the use thereof with the Drug Product, and to the best knowledge of PARI, the information relating to the Device functionality, manufacture, safety or efficacy of the eFlow IMP Device, Test Inhaler or Inhaler and the use thereof with the Drug Product provided by PARI to Transave ABARIS does not contain any misstatement of a material fact nor omit to state any material fact required to make such information as of the date of submission to Transave not materially misleading; (fg) the execution and delivery by PARI shall of this Agreement and the performance by PARI of the obligations under this Agreement require no regulatory approvals, other than approvals by FDA, EMEA or other similar agencies in the Territory, to be obtained on the part of PARI, or, if required, PARI has obtained such approvals; (h) the eFlow IMP Device, Test Inhalers, Inhalers, Novel Formulation of the Drug Products (if any) which PARI supplies to ABARIS hereunder shall, upon shipment to ABARIS, be free and clear of all security interests, liens and other encumbrances of any kind or character; (i) under the terms of a written agreement, PARI has bound its employees and agents assigned to perform its activities tasks related to or involving the Development Activities to maintain in confidence the Confidential Information arising from or received as a result of such Development Activities; (j) the definition of Third Party License Agreement in Section 1.92 is accurate; and PARI has obtained the approval of Bespak required under a Work Plan the Third Party License Agreement in a competent and professional manner, in accordance with a Work Plan, Applicable Laws and Standards and any reasonable instructions provided by Transave order to PARIgrant ABARIS the licenses herein without violating the Third Party License Agreement; and (gk) to PARI’s knowledge as the licenses and rights granted by PARI in this Agreement and the exercise thereof shall not violate, breach or conflict with the terms and conditions of the Effective Date, Third Party License Agreement or the Device does not infringe, misappropriate or otherwise violate any patent or other Intellectual Property Rights rights of any Bespak under the Third PartyParty License Agreement.

PARI Representations and Warranties. PARI represents, warrants and covenants that, other than as set forth on Exhibit 12.1 attached hereto: (a) PARI is a corporation duly organized, existing and in good standing under the laws of Germany, with full right, power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement does not conflict with, violate or breach any agreement to which PARI is a party, any court order to which PARI is a party or subject to or PARI's organizational documents’s certificate of incorporation or bylaws; (c) this Agreement has been duly executed and delivered by PARI and is a legal, valid and binding obligation enforceable against PARI in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws relating to or affecting creditors' ’ rights generally and equitable principles; (d) as of the Effective Date: (i) except for those in-licensed technologies identified in Exhibit 12.1 hereto, PARI owns or has the right to license to Transave all of the PARI Intellectual Property, and the PARI Intellectual Property includes all Patent Rights and Know-How in which PARI has a right or license that may be applicable to the Device Products in the Transave Mpex Field; (ii) PARI has the right to grant the licenses and rights set forth in this Agreement; and (iii) no patents within the PARI Intellectual Property have been involved in any reissue, reexamination, interference, opposition or equivalent or similar proceeding or in any litigation; (iv) to the best of PARI's ’s knowledge, patents within the PARI Intellectual Property are valid and enforceable, and are not known to be infringed by any third party in the Transave Territory; and (v) PARI is unaware of any information that would adversely affect the validity or enforceability of any of the Patent Rights within the PARI Intellectual Property. (e) With respect to the Third Party License Agreement and any other item of PARI Intellectual Property in-licensed by PARI from a third party, PARI shall maintain such in-licenses in full force and effect during the full terms thereof and shall not terminate nor materially breach such in-licenses. PARI shall notify Mpex in the event of any dispute between PARI and any such in-licensor that may result in Mpex’s inability to exercise its rights hereunder. (f) to PARI’s knowledge as of the Effective Date, the development, manufacture, use, importation, exportation and sale of a Project Nebulizer for use in the Mpex Field does not infringe any patent or other intellectual property rights of any third party; (eg) as of the Effective Date, to the best knowledge of PARI, PARI has not intentionally knowingly withheld from Transave Mpex any material information related in PARI’s possession relating to the Device; functionality, manufacture, safety or efficacy of the eFlow® Devices or the use thereof in the Mpex Field, and to the best knowledge of PARI, the information relating to the Device functionality, manufacture, safety or efficacy of the eFlow® Devices and the use thereof in the Mpex Field provided by PARI to Transave Mpex does not contain any misstatement of a material fact nor omit to state any material fact required to make such information as of the date of submission to Transave not materially misleading; (fh) PARI shall perform its activities under a the Work Plan in a competent and professional manner, in accordance with a the Work Plan, Applicable Laws and Standards and any reasonable instructions provided by Transave PARI to PARIMpex. PARI shall ensure that its personnel assigned to the Project have sufficient expertise and experience for such activities; and (gi) PARI represents and warrants to PARI’s knowledge as Mpex that neither PARI nor any of its employees have been “debarred” by the Effective DateFDA under the Generic Drug Enforcement Act or similar law, or subject to a similar sanction from another Regulatory Agency, nor have debarment proceedings against PARI or any of its employees been commenced. PARI will promptly notify Mpex in writing if any such proceedings have commenced or if PARI or any of its employees are debarred by the Device does not infringe, misappropriate or otherwise violate any patent FDA or other Intellectual Property Rights of any Third PartyRegulatory Agencies.

PARI Representations and Warranties. PARI represents, warrants and covenants that, other than as set forth on Exhibit 12.1 attached hereto: (a) PARI is a corporation duly organized, existing and in good standing under the laws of Germany, with full right, power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement does not conflict with, violate or breach any agreement to which PARI is a party, any court order to which PARI is a party or subject to or PARI's ’s organizational documents; (c) this Agreement has been duly executed and delivered by PARI and is a legal, valid and binding obligation enforceable against PARI in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws relating to or affecting creditors' ’ rights generally and equitable principles; (d) as of the Effective Date: (i) PARI owns or has the right to license to Transave all of the PARI Intellectual Property, and the PARI Intellectual Property includes all Patent Rights and Know-How in which PARI has a right or license that may be applicable to the Device in the Transave Field; (ii) PARI has the right to grant the licenses and rights set forth in this Agreement; and (iii) to the best of PARI's ’s knowledge, patents within the PARI Intellectual Property are valid and enforceable, and are not known to be infringed by any third party in the Transave Territory; (e) as of the Effective Date, to the best knowledge of PARI, PARI has not intentionally withheld from Transave any material information related to the Device; to the best knowledge of PARI, the information relating to the Device provided by PARI to Transave does not contain any misstatement of a material fact nor omit to state any material fact required to make such information as of the date of submission to Transave not materially misleading; (f) PARI shall perform its activities under a Work Plan in a competent and professional manner, in accordance with a Work Plan, Applicable Laws and Standards and any reasonable instructions provided by Transave to PARI; and (g) to PARI’s knowledge as of the Effective Date, the Device does not infringe, misappropriate or otherwise violate any patent or other Intellectual Property Rights of any Third Party.