Common use of Representations and Warranties by Burcon Clause in Contracts

Representations and Warranties by Burcon. Burcon represents and warrants to ADM, as of the Effective Date, and acknowledges that ADM is relying on such representations and warranties in entering into this Agreement, that: (a) Burcon is a corporation and is validly existing and in good standing under the laws of the Yukon; (b) Burcon has all necessary corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Burcon; (c) this Agreement has been duly authorized, executed and delivered by Burcon and constitutes a legal, valid and binding obligation of Burcon, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws, or general equitable principles, whether considered in an action at law or in equity; (d) in the fulfillment of its obligations under this Agreement, Burcon is not knowingly violating, infringing or misappropriating any rights, including any contract, statutory or intellectual property rights or any confidentiality rights of any Person; (e) Burcon has the right to grant to ADM the licenses contemplated in this Agreement; (f) there is no other outstanding license granted by Burcon covering the subject matter of this Agreement and Burcon has not sold, transferred, granted any licenses, or otherwise conveyed any rights in or to the Burcon Patent Rights or the Burcon Technology to any Person; (g) Burcon has no knowledge of any existing or threatened litigation concerning the Burcon Patent Rights or the Burcon Technology and to Burcon’s knowledge, the use of Burcon’s Technology by ADM and the sale of Products by ADM will not infringe any patents or other intellectual property right of a third party; (h) as of the Effective Date, the Burcon Patent Rights comprise all of Burcon’s patents and patent applications concerning the Products; (i) the information provided by Burcon to ADM to describe the Burcon Technology shall be, in all material respects, and to the best of Burcon’s knowledge, an accurate description of the information Burcon possesses relating to the development and manufacture of the Products; (j) to the best of its knowledge, Burcon has included in the definition of Burcon Patent Rights all of its patents and patent applications which would be infringed by ADM’s manufacturing, having manufactured, using, selling or offering to sell the Products in the Territory; provided, that if any such patent or patent application was not included in the definition of Burcon Patent Rights and further provided that such patent or patent application relates to the Products, such definition shall be construed as if such patent or patent application had been so included; (k) Burcon has no knowledge of any material safety concerns with respect to the development, manufacture, use or sale of the Products; (l) Burcon has no knowledge of any existing or threatened acts by any Person that would infringe the Burcon Patent Rights; (m) Burcon has no knowledge of any prior art relevant to the patentability of the Burcon Patent Rights that has not been previously disclosed to ADM before the Effective Date; (n) to Burcon’s knowledge, Burcon’s Patent Rights are genuine, valid and enforceable; (o) to the knowledge of Burcon, all rules of the various patent offices which Burcon’s Patent Rights relate have been and will be complied with by Burcon and its counsel in all material respects; and (p) to the knowledge of Burcon, all information provided by Burcon to ADM leading up to the signing of this Agreement was accurate in all material respects .

Representations and Warranties by Burcon. Burcon represents and warrants to ADMthe Corporation, as of the Effective Date, and acknowledges that ADM the Corporation is relying on such representations and warranties in entering into this Agreement, that: (a) Burcon NutraScience Corporation is a corporation and is validly existing and in good standing under the laws of the Yukon; (b) Burcon NutraScience (MB) Corp. is a corporation and is validly existing and in good standing under the laws of Manitoba; (c) Burcon has all necessary corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Burcon; (cd) this Agreement has been duly authorized, executed and delivered by Burcon and constitutes a legal, valid and binding obligation of Burcon, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws, or general equitable principles, whether considered in an action at law or in equity; (de) in the fulfillment of its obligations under this Agreement, Burcon is not knowingly violating, infringing or misappropriating any rights, including any contract, statutory or intellectual property rights or any confidentiality rights of any Person; (ef) Burcon has the right to grant to ADM the Corporation the licenses contemplated in this Agreement; (fg) there is are no other outstanding license licenses granted by Burcon covering the subject matter of this Agreement and Burcon has not sold, transferred, encumbered, granted any licenses, or otherwise conveyed any rights or privileges capable of becoming a licence or option in or to the Burcon Patent Rights or the Burcon Technology to any Person; (gh) Burcon has no knowledge of any demands or any existing or threatened litigation concerning the Burcon Patent Rights or the Burcon Technology and to Burcon’s knowledge, the use of Burcon’s Technology by ADM the Corporation and the sale of Products by ADM the Corporation will not infringe any patents or other intellectual property right of a third party; (hi) as of the Effective Date, the Burcon Patent Rights comprise all of Burcon’s patents and patent applications concerning the Products; (ij) the information provided by Burcon to ADM the Corporation to describe the Burcon Technology shall be, in all material respects, and to the best of Burcon’s knowledge, an accurate description of all the information Burcon possesses relating to the development and manufacture of the Products; (jk) to the best of its knowledge, Burcon has included in the definition of Burcon Patent Rights all of its patents and patent applications which would be infringed by ADMthe Corporation’s manufacturing, having manufactured, using, selling or offering to sell the Products in the TerritoryProducts; provided, that if any such patent or patent application was not included in the definition of Burcon Patent Rights and further provided that such patent or patent application relates to the Products, such definition shall be construed as if such patent or patent application had been so included; (kl) Burcon has no knowledge of any material safety concerns with respect to the development, manufacture, use or sale of the Products, including without limitation, for human consumption or otherwise; (lm) Burcon has no knowledge of any existing or threatened acts by any Person that would infringe the Burcon Patent Rights; (mn) Burcon has no knowledge of any prior art relevant to the patentability of the Burcon Patent Rights that has not been previously disclosed to ADM the Corporation before the Effective Date; (no) to Burcon’s knowledge, Burcon’s Patent Rights are genuine, valid and enforceable;; and (op) to the knowledge of Burcon, all rules of the various patent offices which Burcon’s Patent Rights relate have been and will be complied with by Burcon and its counsel in all material respects; and (p) to the knowledge of Burcon, all information provided by Burcon to ADM leading up to the signing of this Agreement was accurate in all material respects .