Common use of Representations and Warranties by LSC Clause in Contracts

Representations and Warranties by LSC. LSC represents and warrants to LSO that: (a) it is a corporation duly organized and validly existing under the laws of the State of Washington and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the right to grant the rights and licenses granted herein; (b) no consent, approval or authorization of, or declaration or filing with, any Governmental Authority or Person is required on the part of LSC in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby; (c) the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of LSC, and this Agreement has been duly executed and delivered by LSC and, subject to the due authorization, execution and delivery by LSO, constitutes a valid and binding obligation of LSC, enforceable against LSC in accordance with its terms, except as may be limited (i) by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally; and (ii) by the effect of rules of law governing the availability of equitable remedies; (d) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in any violation or breach of any provision of the Articles of Incorporation, by-laws or organizational documents of LSC, (ii) conflict with or violate any applicable Federal or state statutes, judgments, decrees, laws, ordinances, rules, regulations, injunctions and orders applicable to LSC or any of its assets or operations or (iii) result in any violation or breach of, constitute a default under or conflict with the provisions of any agreement to which LSC is a party or by which it or any of its properties or assets is otherwise bound; (e) it has good title to all LSC Licensed Technology, free and clear of all Liens and is not in default (or, with the giving of notice or lapse of time or both, would be in default) under any contract or other agreement to use any of the LSC Licensed Technology; (f) it has not previously granted and will not grant any rights or licenses with respect to the LSC Licensed Technology in the Field of Use or in conflict with the rights and licenses granted herein; (g) to the knowledge of LSC, none of the LSC Licensed Technology infringes or conflicts with, and LSC has not received any notice of infringement of, or conflict with, any license, patent, copyright, trademark, service mark or other intellectual property right of any other Person and, to the knowledge of LSC, there is no infringement or unauthorized use by any Person of any of the LSC Licensed Technology; (h) the validity or enforceability of any of the LSC Licensed Technology or the title of LSC thereto has not been questioned in any litigation, governmental inquiry or proceeding to which LSC is a party and, to the knowledge of LSC, no such litigation, governmental inquiry or proceeding is threatened; (i) as of the Effective Date, except for the LSC Patents, the LSC Patent Applications and the LSC Excluded Technology, LSC does not control any patent or patent application claiming or disclosing inventions relating to or useful in the Field of Use; (j) as of the Effective Date, the patents and patent applications set forth in Appendices A and B constitute all of the LSC Patents and LSC Patent Applications, are owned by LSC and to LSC's knowledge, are not subject to an ownership interest or a claim of an ownership interest therein by a third party; (k) to LSC's knowledge as of the Effective Date, the practice and use of the LSC Licensed Technology within the Field of Use will not infringe any intellectual property right of a third party; (l) LSC has taken all reasonable actions necessary or appropriate to preserve the confidentiality of all trade secrets and proprietary or confidential information or material related to the LSC Licensed Technology; and (m) as of the Effective Date, the Additional LSC Subs are [NONE] and there are no other Additional Licensees.

Representations and Warranties by LSC. LSC represents and warrants to LSO that: (a) it is a corporation duly organized and validly existing under the laws of the State of Washington and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the right to grant the rights and licenses sublicenses granted herein; (b) no consent, approval or authorization of, or declaration or filing with, any Governmental Authority or Person is required on the part of LSC in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby;; ---------- [ * ] Confidential Treatment Requested (c) the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of LSC, and this Agreement has been duly executed and delivered by LSC and, subject to the due authorization, execution and delivery by LSO, constitutes a valid and binding obligation of LSC, enforceable against LSC in accordance with its terms, except as may be limited (i) by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally; and (ii) by the effect of rules of law governing the availability of equitable remedies; (d) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in any violation or breach of any provision of the Articles of Incorporation, by-laws or organizational documents of LSC, (ii) conflict with or violate any applicable Federal or state statutes, judgments, decrees, laws, ordinances, rules, regulations, injunctions and orders applicable to LSC or any of its assets or operations or (iii) result in any violation or breach of, constitute a default under or conflict with the provisions of any agreement to which LSC is a party or by which it or any of its properties or assets is otherwise bound; (e) it has good title its rights under the Meiji License Agreement, including its rights to all LSC the Meiji Licensed Technology, are free and clear of all Liens and is not in default (or, with the giving of notice or lapse of time or both, would be in default) under any contract or other agreement to use any of the LSC Licensed TechnologyLiens; (f) it has not previously granted and will not grant any rights or licenses sublicenses with respect to the LSC Meiji Licensed Technology in the Field of Use or in conflict with the rights and licenses sublicenses granted herein; (g) to the knowledge of LSC, none of the LSC Meiji Licensed Technology infringes or conflicts with, and LSC has not received any notice of infringement of, or conflict with, any licensesublicense, patent, copyright, trademark, service mark copyright or other intellectual property right of any other Person and, to the knowledge of LSC, there is no infringement or unauthorized use by any Person of any of the LSC Meiji Licensed Technology; (h) to the knowledge of LSC, the validity or enforceability of any of the LSC Meiji Licensed Technology or and the title of LSC Licensor thereto has not been questioned in any litigation, governmental inquiry or proceeding to which LSC is a party and, to the knowledge of LSC, no such litigation, governmental inquiry or proceeding is threatened; (i) as of the Effective Date, except for the LSC Patents, the LSC Patent Applications Meiji Patents and the LSC Excluded Technologypatents and patent applications licensed to LSO pursuant to the LSC/LSO License Agreement, LSC does not control any patent or patent application claiming or disclosing inventions relating to or useful in the Field of Use; (j) as to the knowledge of the Effective DateLSC, the patents and patent applications set forth in Appendices Appendice A and B constitute all of the LSC Patents and LSC Patent ApplicationsMeiji Patents, are owned by LSC Licensor and to LSC's knowledge, are not subject to an ownership interest or a claim of an ownership interest therein by a third party; (k) to the knowledge of LSC's knowledge as of the Effective Date, the practice and use of the LSC Meiji Licensed Technology within the Field of Use will not infringe any intellectual property right of a third party; (l) LSC has taken all reasonable actions necessary or appropriate to preserve the confidentiality of all trade secrets and proprietary or confidential information or material related to the LSC Meiji Licensed Technology; and; (m) as of the Effective Date, the Additional LSC Subs are [NONE] and there are no other Additional Licensees; (n) No event or omission has occurred with respect to the Meiji License Agreement which (by the giving of notice of the passing of time or both) would (i) constitute a material breach or default by LSC or, to the knowledge of LSC, Licensor, (ii) permit termination by LSC or, to the knowledge of LSC, Licensor or (iii) result in LSC's loss of exclusivity under the Meiji License Agreement; (o) LSC has delivered a true and complete copy of the Meiji License Agreement to LSO; and (p) The Meiji License Agreement is in full force and effect and none of its terms have been amended, modified or waived.

Representations and Warranties by LSC. LSC represents and warrants to LSO that: (a) it is a corporation duly organized and validly existing under the laws of the State of Washington and has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the right to grant the rights and licenses sublicenses granted herein; (b) no consent, approval or authorization of, or declaration or filing with, any Governmental Authority or Person is required on the part of LSC in connection with its execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby; (c) the execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of LSC, and this Agreement has been duly executed and delivered by LSC and, subject to the due authorization, execution and delivery by LSO, constitutes a valid and binding obligation of LSC, enforceable against LSC in accordance with its terms, except as may be limited (i) by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally; and (ii) by the effect of rules of law governing the availability of equitable remedies; (d) the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (i) conflict with, or result in any violation or breach of any provision of the Articles of Incorporation, by-laws or organizational documents of LSC, (ii) conflict with or violate any applicable Federal or state statutes, judgments, decrees, laws, ordinances, rules, regulations, injunctions and orders applicable to LSC or any of its assets or operations or (iii) result in any violation or breach of, constitute a default under or conflict with the provisions of any agreement to which LSC is a party or by which it or any of its properties or assets is otherwise bound; (e) it has good title its rights under the Meiji License Agreement, including its rights to all LSC the Meiji Licensed Technology, are free and clear of all Liens and is not in default (or, with the giving of notice or lapse of time or both, would be in default) under any contract or other agreement to use any of the LSC Licensed TechnologyLiens; (f) it has not previously granted and will not grant any rights or licenses sublicenses with respect to the LSC Meiji Licensed Technology in the Field of Use or in conflict with the rights and licenses sublicenses granted herein; (g) to the knowledge of LSC, none of the LSC Meiji Licensed Technology infringes or conflicts with, and LSC has not received any notice of infringement of, or conflict with, any licensesublicense, patent, copyright, trademark, service mark copyright or other intellectual property right of any other Person and, to the knowledge of LSC, there is no infringement or unauthorized use by any Person of any of the LSC Meiji Licensed Technology; (h) to the knowledge of LSC, the validity or enforceability of any of the LSC Meiji Licensed Technology or and the title of LSC Licensor thereto has not been questioned in any litigation, governmental inquiry or proceeding to which LSC is a party and, to the knowledge of LSC, no such litigation, governmental inquiry or proceeding is threatened; (i) as of the Effective Date, except for the LSC Patents, the LSC Patent Applications Meiji Patents and the LSC Excluded Technologypatents and patent applications licensed to LSO pursuant to the LSC/LSO License Agreement, LSC does not control any patent or patent application claiming or disclosing inventions relating to or useful in the Field of Use; (j) as to the knowledge of the Effective DateLSC, the patents and patent applications set forth in Appendices Appendice A and B constitute all of the LSC Patents and LSC Patent ApplicationsMeiji Patents, are owned by LSC Licensor and to LSC's knowledge, are not subject to an ownership interest or a claim of an ownership interest therein by a third party; (k) to the knowledge of LSC's knowledge as of the Effective Date, the practice and use of the LSC Meiji Licensed Technology within the Field of Use will not infringe any intellectual property right of a third party; (l) LSC has taken all reasonable actions necessary or appropriate to preserve the confidentiality of all trade secrets and proprietary or confidential information or material related to the LSC Meiji Licensed Technology; and; (m) as of the Effective Date, the Additional LSC Subs are [NONE] and there are no other Additional Licensees; (n) No event or omission has occurred with respect to the Meiji License Agreement which (by the giving of notice of the passing of time or both) would (i) constitute a material breach or default by LSC or, to the knowledge of LSC, Licensor, (ii) permit termination by LSC or, to the knowledge of LSC, Licensor or (iii) result in LSC's loss of exclusivity under the Meiji License Agreement; (o) LSC has delivered a true and complete copy of the Meiji License Agreement to LSO; and (p) The Meiji License Agreement is in full force and effect and none of its terms have been amended, modified or waived.