Representations and Warranties of Endo. ENDO represents and warrants to NOVARTIS as follows:
Representations and Warranties of Endo. Except as disclosed in the applicable section or subsection of the Endo Disclosure Letter (it being agreed that disclosure of any item in any section or subsection of the Endo Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of the Endo Disclosure Letter only to the extent the relevance of such item to such other section or subsection is reasonably apparent on its face)or the Endo Public Disclosure Record (other than any disclosure contained under the captions “Risk Factors” or “Forward Looking Statements” or similar captions and any other disclosure contained therein that is predictive, cautionary or forward-looking in nature), Endo represents and warrants to and in favor of Auxilium as follows and acknowledges that Auxilium is relying upon such representations and warranties in entering into this Agreement:
Representations and Warranties of Endo. Endo represents and warrants that, as of the date of the execution of this Agreement, (a) it has the full right, power and authority to enter into this Agreement, to perform its obligations under this Collaboration and to grant the licenses granted hereunder, (b) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Endo Patent Rights or Endo Know-How except pursuant to an agreement granting license rights outside the Field as set forth on Exhibit F attached hereto and made a part hereof and (c) to the best of Endo's knowledge, there are no claims, judgments or settlements pending against or owed by Endo or pending or threatened claims or litigation relating to the Endo Patent Rights or the Endo Know-How, except as set forth on Exhibit G attached hereto and made a part hereof, all of which is free and clear of any liens, charges and encumbrances and to the best of Endo's knowledge, no other person, corporate or other private entity, or governmental entity or subdivision thereof has any claim of ownership with respect to the Endo Patent Rights or the Endo Know-How, whatsoever. Endo further represents and warrants that it is a duly organized and validly existing corporation under the laws of its jurisdiction of incorporation, and has taken all required corporate action to authorize the execution, delivery and performance of this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not violate, conflict with, or constitute a default under its charter or similar organization document, its bylaws or the terms or provisions of any agreement or other instrument to which it is a party or which it is bound, or any order, award, judgment or decree to which it is a party or by which it is bound; and upon execution and delivery, this Agreement will constitute the legal, valid and binding obligation of Endo.
Representations and Warranties of Endo. ENDO represents and warrants to the NOVARTIS Parties as follows:
Representations and Warranties of Endo. Endo -------------------------------------- represents and warrants to Lavipharm, as of the date hereof:
