REPRESENTATIONS AND WARRANTIES OF ABBOXX. ABBOXX xxxeby represents and warrants to RIBOGENE as follows:
REPRESENTATIONS AND WARRANTIES OF ABBOXX. Xxcept as contemplated by this Agreement, Abboxx xxxresents and warrants to the Company as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF ABBOXX. Xxboxx xxxresents and warrants: (a) that it is duly organized, validly existing and in good standing under the laws of Illinois, (b) that it has full corporate power and authority to enter into this Agreement and to carry out its provisions, (c) that there are no outstanding agreements or assignments in existence that are inconsistent with the provisions of this Agreement, (d) that it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (e) 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 or regulatory authority, (f) that, to the best of its knowledge, it has delivered (or will deliver to DPI within forty-five (45) days as required under Section 3.1 hereof), all Abbott Know-How necessary to practice ARCS Technology, (g) that it is the owner of or has sufficient rights to ARCS Technology to grant the license granted herein free of any lien or encumbrance that would materially impair DPI's rights and obligations hereunder, (h) that, to the best of its knowledge, there is no suit, action or claim instituted or threatened by a third party against the ARCS Technology, (i) that it has not assigned or conveyed any interest in the intellectual property rights inconsistent with the rights granted hereunder, (j) that, to the best of its knowledge, it is not aware that any third party infringes Patents as of the Effective Date, and (k) that to the extent it has prosecuted any patent applications for Patents, it has prosecuted such applications in good faith.
REPRESENTATIONS AND WARRANTIES OF ABBOXX. Xxboxx xxxes the following representations and warranties with respect to this Agreement:
