Common use of REPRESENTATIONS AND WARRANTIES OF ABBOTT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF ABBOTT. Abbott represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of Illinois, that it has full corporate power and authority to enter into this Agreement and to carry out its provisions, and that there are no outstanding agreements, assignments or encumbrances in existence that are inconsistent with the provisions of this Agreement; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder and that the execution, delivery and performance of this Agreement by it does not require the consent, approval or authorization of or notice, filing or registration with any governmental agency or Regulatory Authority; (c) as of the Effective Date, to the best of Abbott's knowledge, (i) it has sufficient xxxxxx under the Abbott Technology necessary to grant the rights specified in this Agreement and to perform its obligations hereunder; (ii) there are no claims, judgments or settlements against or owed by it relating to the Abbott Technology; (iii) the exercise of Xxxxxx's rights to [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 18 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Compound under this Agreement or Myogen's use of the Abbott Technology under this Agreement will not infringe any intellectual property rights of a Third Party with the exception of infringement arising from the use of Compound or Abbott Technology in combination with the xxxxxology of a Third Party and such infringement would have been avoided without such combination; (iv) the material provided to Myogen concerning the manufacturing process for the Compound as it relates to process historical cost, historical yield and historical quality are accurate in all material respects; (v) there are no known adverse events that have not been described in the documents provided to Myogen or the applicable Regulatory Authority; (vi) Abbott has exerted Commercial Reasonable Xxxxxxs to gather and convey to Myogen all documents in Abbott's or its Affiliates' possession anx xxxxxxs from Regulatory Authorities as part of the Data Transfer described in Article 5.1 (a); and (vii) Exhibit A includes the relevant Patents necessary to market and sell the Product as contemplated in the Work Plan. (d) as of the Effective Date, to the best of Abbott's knowledge, (i) none of the Patenxx xxx xnvalid or unenforceable, (ii) it has complied in all material respects with all applicable laws and regulations in connection with the preparation and submission of any filings with any Regulatory Authority; (iii) it has filed with applicable Regulatory Authorities all required and material notices, supplemental applications and annual or other reports, including adverse experience reports, with respect to the Compound; and (iv) there is no pending or overtly threatened action by the Regulatory Authorities that will have a material adverse effect on the timing of a Regulatory Approval of the Compound or any Products.

REPRESENTATIONS AND WARRANTIES OF ABBOTT. Abbott represents and warrants that: (a) it is duly organizedxx xx duxx xxxanized, validly existing and in good standing under the laws of IllinoisGermany, that it has full corporate power and authority to enter into this Agreement and to carry out its provisions, and that there are no outstanding agreements, assignments or encumbrances in existence that are inconsistent with the provisions of this Agreement; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder and that the execution, delivery and performance of this Agreement by it does not require the consent, approval or authorization of or notice, filing or registration with any governmental agency or Regulatory Authority; (c) as of the Effective Date, to the best of Abbott's knowledge, (i) it has sufficient xxxxxx rights under the Abbott Technology Texxxxxxxx necessary to grant the rights specified in this Agreement Agxxxxxxt and to perform its obligations hereunder; (ii) there are no claims, CONFIDENTIAL TREATMENT REQUESTED *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406 judgments or settlements against or owed by it relating to the Abbott Technology; and (iii) the exercise of XxxxxxMyogen's rights to [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 18 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Compound Xxxxxxnd under this Agreement or Myogen's use of the Abbott Technology under this Agreement will not infringe any intellectual intellexxxxx property rights of a Third Party with the exception of infringement arising from the use of Compound or Abbott Technology in combination with the xxxxxology of a Third Party and such infringement would have been avoided without such combinationthird party; (iv) the material provided to Myogen concerning the manufacturing process for the Compound as it relates to process historical cost, historical yield and historical quality are accurate in all material respects; (v) there are no known adverse events that have not been described in the documents provided to Myogen or the applicable Regulatory Authority; (vi) Abbott has exerted Commercial Reasonable Xxxxxxs to gather and convey to Myogen all documents in Abbott's or its Affiliates' possession anx xxxxxxs from Regulatory Authorities as part of the Data Transfer described in Article 5.1 (a); and (vii) Exhibit A includes the relevant Patents necessary to market and sell the Product as contemplated in the Work Plan.and (d) as of the Effective Date, to the best of Abbott's knowledge, (i) none of the Patenxx xxx xnvalid Patents are invalid or unenforceableunenforcexxxx, (iixi) it has complied in all material respects with all applicable laws and regulations in connection with the preparation and submission of any filings with any Regulatory Authority; (iii) it has filed with applicable Regulatory Authorities all required and material notices, supplemental applications and annual or other reports, including adverse experience reports, with respect to the Compound; and (iv) there is no pending or overtly threatened action by the Regulatory Authorities that will have a material adverse effect on the timing of a Regulatory Approval of the Compound or any Productsproducts.

REPRESENTATIONS AND WARRANTIES OF ABBOTT. 7.1 Abbott represents and warrants that: (a) that it is duly organized, validly existing and in good standing under the laws of the State of Illinois, that it has full corporate power and authority to enter into this Agreement and to carry out its provisions, and that there are no outstanding agreements, assignments or encumbrances in existence that are inconsistent with the provisions of this Agreement; (b) . Abbott further represents and warrants that it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder hereunder. 7.2 Abbott shall not use or register the Trademark in any jurisdiction anywhere in the world, and shall not use or register any trademark confusingly similar thereto in the United States for products that are competitive to Products. Abbott represents and warrants that it has the executionright to assign the Trademark in the United States and its corresponding United States registration and related goodwill to CTI hereunder, delivery and performance of this Agreement by that it has not granted any other entity any rights in the Trademark, that it does not require know of any other entity that owns rights in the consentTrademark, approval and that except as set forth in this Agreement, it has no other pending applications or authorization registrations for the Trademark, or for any trademark confusingly similar therewith in the United States for products that are competitive to Products. Abbott represents and warrants that it has not assigned or granted any license to the Trademark or otherwise encumbered the Trademark. 7.3 To the best of Abbott's knowledge, there are no patent infringement actions, litigaxxxx xx other proceedings, pending or noticethreatened, filing by Third Parties which affect or registration may affect the Patents. 7.4 The Patents are a complete list of all patents and patent applications that are owned by or licensed (with any governmental agency or Regulatory Authority; (cthe right to grant sublicenses) as of the Effective Dateto Abbott and, to the best of Abbott's knowledge, (i) it that are necessary and are used for the manufactxxx, xxx or sale of Zyflo. Abbott has sufficient xxxxxx under not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest in the Abbott Technology necessary to grant Patents. 7.5 To the rights specified in this Agreement and to perform its obligations hereunder; (ii) there are no claimsbest of Abbott's knowledge, judgments or settlements against or owed by it relating to the Abbott Technology; (iii) the exercise of Xxxxxx's rights to [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 18 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Compound under this Agreement or Myogen's use as of the Abbott Technology under this Agreement will Effective Date the manufacture, use anx xxxx xf Zyflo in the Field in the Territory does not infringe upon any intellectual property rights of a any Third Party with the exception of infringement arising from the use of Compound or Abbott Technology in combination with the xxxxxology of a Third Party and such infringement would have been avoided without such combination; (iv) the material provided to Myogen concerning the manufacturing process for the Compound as it relates to process historical cost, historical yield and historical quality are accurate in all material respects; (v) there are no known adverse events that have not been described in the documents provided to Myogen or the applicable Regulatory Authority; (vi) Abbott has exerted Commercial Reasonable Xxxxxxs to gather and convey to Myogen all documents in Abbott's or its Affiliates' possession anx xxxxxxs from Regulatory Authorities as part of the Data Transfer described in Article 5.1 (a); and (vii) Exhibit A includes the relevant Patents necessary to market and sell the Product as contemplated in the Work Plan. (d) as Party. As of the Effective Date, there are no pending or, to the best of Abbott's knowledge, threatened claims or litigation against Abbott axxxxxxx infringement relating to the Patents, the Trademark or the manufacture, use or sale of Zyflo in the Field in the Territory. 7.6 Abbott hereby warrants to CTI that: (a) the Existing Products are, as of the Effective Date, (i) none of in compliance with the Patenxx xxx xnvalid or unenforceable, Specifications and cGMP and (ii) it has complied warranted to be free of defects in material and workmanship; (b) Subject to Section 11.2 below, Abbott shall refund to CTI as its sole remedy, CTI's payment of Manufacturing Costs of any Existing Products that fail to conform with the warranties set forth in this Section 7.6; and (c) all material respects Existing Products supplied to CTI hereunder conform, as of the Effective Date, with all applicable laws requirements of the Act and regulations in connection with state and local laws, and, for purposes of Section 303(c)(2) of the preparation and submission of any filings with any Regulatory Authority; (iii) it has filed with applicable Regulatory Authorities all required and material noticesAct, supplemental applications and annual the article comprising each shipment or other reportsdelivery of Existing Products made by Abbott to CTI is hereby guaranteed by Abbott, including adverse experience reports, with respect to the Compound; and (iv) there is no pending or overtly threatened action by the Regulatory Authorities that will have a material adverse effect on the timing of a Regulatory Approval as of the Compound date of such shipment or delivery, to be, on such date, not adulterated or misbranded within the meaning of the Act, and not an article which may not, under any Productssection of the Act, be introduced into interstate commerce.