Common use of Representations and Warranties of QMT Clause in Contracts

Representations and Warranties of QMT. QMT represents and warrants to BIOSARA as follows: (a) QMT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. QMT has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. QMT has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement; (b) QMT expressly warrants and represents that its patents as listed in Exhibit ‘A’ are duly filed and granted or currently pending and that a) it either owns all of the right, title and interest in and to the patents and patent applications listed in Exhibit A, or has the exclusive rights in the patents and patent applications listed in Exhibit A necessary to grant the licenses under this Agreement; b) it is empowered to grant the licenses granted herein; c) it has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities, whether written, oral or implied, which would be inconsistent with the licenses granted herein; d) QMT has not been advised that practice of the Patent Rights in the Territory would infringe the intellectual property rights of any Third Party; and e) QMT is not aware of violation by any Third Party of any Patent Rights in the Territory; (c) QMT covenants that neither it nor its Affiliates shall, during the Term, commercialize any products in the Field that compete in the Territory, directly or indirectly, with the Products; and (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate QMT corporate action. The performance by QMT of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party.

Representations and Warranties of QMT. QMT represents and warrants to BIOSARA BASF as follows: (a) QMT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. QMT has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. QMT has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement;; and (b) QMT expressly warrants and represents that its patents as listed in Exhibit ‘A’ are duly filed and granted or currently pending and that a) it either owns all of the right, title and interest in and to the patents and patent applications listed in Exhibit A, or has the exclusive rights in the patents and patent applications listed in Exhibit A necessary to grant the licenses under this Agreement; b) it is empowered to grant the licenses granted herein; c) it has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities, whether written, oral or implied, which would be inconsistent with the licenses granted herein; d) QMT has not been advised that practice of the Patent Rights in the Territory would infringe the intellectual property rights of any Third Party; and e) QMT is not aware of violation by any Third Party of any Patent Rights in the Territory; (c) QMT covenants that neither it nor its Affiliates shall, during the Term, commercialize any products in the Field that compete in the Territory, directly or indirectly, with the Products; and (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate QMT corporate action. The performance by QMT of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party. (c) QMT has, and will have on all relevant dates, all requisite legal rights to grant the exclusive license and sublicense under Subpart I of the Patent Rights, and non-exclusive license and sublicense under Subpart II of the Patent Rights, as provided to BASF hereunder and that the Patent Rights include all the patent applications and patents that QMT owns or controls that cover the manufacture, use, and sale of Licensed Products in the Field in the Territory. (d) QMT does not have any knowledge that the manufacture, use, and sale of the QMT Compound in the Field in the Territory infringes any patent or other intellectual property rights of any Third Parties. (e) QMT will use commercially reasonable efforts to investigate any Cosmetics sold by a Third Party in Field in the Territory and claiming MMP inhibition to determine if such Third Party may be infringing any patents listed in Subpart I of the Patent Rights.

Representations and Warranties of QMT. QMT represents and warrants to BIOSARA as follows: (a) QMT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. QMT has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. QMT has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement; (b) QMT expressly warrants and represents that its patents as listed in Exhibit ‘A’ are duly filed and granted or currently pending and that a) it either owns all of the right, title and interest in and to the patents and patent applications listed in Exhibit A, or has the exclusive rights in the patents and patent applications listed in Exhibit A necessary to grant the licenses under this Agreement; b) it is empowered to grant the licenses granted herein; c) it has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities, whether written, oral or implied, which would be inconsistent with the licenses granted herein; d) QMT has not been advised that practice of the Patent Rights in the Territory would infringe the intellectual property rights of any Third Party; and e) QMT is not aware of violation by any Third Party of any Patent Rights in the Territory;; ***** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (c) QMT covenants that neither it nor its Affiliates shall, during the Term, commercialize any products in the Field that compete in the Territory, directly or indirectly, with the Products; and (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate QMT corporate action. The performance by QMT of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party.

Representations and Warranties of QMT. QMT represents and warrants to BIOSARA VIRIDIS as follows: (a) QMT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. QMT has all requisite corporate power to own and operate its properties and assets and to carry on its business as presently being conducted and as proposed to be conducted. QMT has, and will have on all relevant dates, all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement; (b) QMT expressly warrants and represents that its patents as listed in Exhibit ‘A’ are duly filed and granted or currently pending and that a) it either owns all of the right, title and interest in and to the patents and patent applications listed in Exhibit A, or has the exclusive rights in the patents and patent applications listed in Exhibit A necessary to grant the licenses under this Agreement; b) it is empowered to grant the licenses granted herein; and c) it has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities, whether written, oral or implied, which would be inconsistent with the licenses granted herein; d) QMT has not been advised that practice of the Patent Rights in the Territory would infringe the intellectual property rights of any Third Party; and e) QMT is not aware of violation by any Third Party of any Patent Rights in the Territory; (c) QMT covenants that neither it nor its Affiliates shall, during the Term, commercialize any products in the Field that compete in the Territory, directly or indirectly, with the Products; and (d) The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate QMT corporate action. The performance by QMT of any of the terms and conditions of this Agreement on its part to be performed does not and will not constitute a breach or violation of any other agreement or understanding, written or oral, to which it is a party. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.