Common use of Representations and Warranties of Helix Clause in Contracts

Representations and Warranties of Helix. Helix hereby represents and warrants to CPL, as of the date hereof and throughout the term of this Agreement, that: (a) To the best of Helix's knowledge as of the Effective Date, after reasonable inquiry, Helix is free to supply to CPL the Helix Confidential Information and any other information supplied by Helix to CPL; (b) To the best of Helix's knowledge as of the Effective Date, after reasonable inquiry, there is no lawsuit pending against Helix that alleges patent infringement based on the manufacture, use or sale of the Product, and as of the Effective Date, Helix has not received any written notice alleging infringement of a Third Party Patent based on the manufacture, use or sale of the Product; (c) To the best of Helix's knowledge as of the Effective Date, after reasonably inquiry, Helix's supply to CPL of the Helix Confidential Information and any other information Helix intends to supply to CPL hereunder, and CPL's use thereof in accordance with the terms of and in performance of its obligations under this Agreement, does not infringe any intellectual property rights of any Third Party for which Helix lacks the right to grant CPL a valid sublicense to manufacture the Product; (d) To the best of Helix’s knowledge as of the Effective Date, after reasonably inquiry, the Manufacturing Process for the Product in effect as of the Effective Date does not infringe any intellectual property rights of any Third Party for which Helix lacks the right to grant CPL a valid sublicense to manufacture the Product; (e) there is no fact known to Helix which it has not disclosed to CPL or included in its public documents filed on SEDAR at wxx.xxxxx.xxx which adversely affects, or which may adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of Helix or the ability of Helix to perform its obligations under this Agreement; (f) To the best of Helix’s knowledge as of the Effective Date, after reasonable inquiry, Helix has made CPL aware of any known hazards involved in handling the Helix Intellectual Property; and (g) Helix has the financial capacity to enter into and carry out this entire Agreement.

Representations and Warranties of Helix. Helix hereby represents and warrants to CPLBioVectra, as of the date hereof and throughout the term of this Agreement, that: (a) To the best of Helix's knowledge as of the Effective Date, after reasonable inquiry, Helix is free to supply to CPL BioVectra the Helix Confidential Information and any other information supplied by Helix to CPLBioVectra; (b) To the best of Helix's knowledge as of the Effective Date, after reasonable inquiry, there is no lawsuit pending against Helix that alleges patent infringement based on the manufacture, use or sale of the Product, and as of the Effective Date, Helix has not received any written notice alleging infringement of a Third Party Patent based on the manufacture, use or sale of the Product; (c) To the best of Helix's knowledge as of the Effective Date, after reasonably inquiry, Helix's supply to CPL BioVectra of the Helix Confidential Information and Helix Intellectual Property and any other information Helix intends to supply to CPL BioVectra hereunder, and CPLBioVectra's use thereof in accordance with the terms of and in performance of its obligations under this Agreement, does not infringe any intellectual property rights of any Third Party for which Helix lacks the right to grant CPL BioVectra a valid sublicense to manufacture the Product; (d) To the best of Helix’s knowledge as of the Effective Date, after reasonably inquiry, the Manufacturing Process Master Formula for the Product in effect as of the Effective Date does not infringe any intellectual property rights of any Third Party for which Helix lacks the right to grant CPL BioVectra a valid sublicense to manufacture the Product; (e) there is no fact known to Helix which it has not disclosed to CPL BioVectra or included in its public documents filed on SEDAR at wxx.xxxxx.xxx xxx.xxxxx.xxx which adversely affects, or which may adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of Helix or the ability of Helix to perform its obligations under this Agreement; (f) To the best of Helix’s knowledge as of the Effective Date, after reasonable inquiry, Helix has made CPL BioVectra aware of any known hazards involved in handling the Helix Intellectual Property, Master Formula and Product; and (g) Helix has the financial capacity to enter into and carry out this entire Agreement.