REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. Sublicensee represents and warrants to Sublicensor as of the date hereof, and as of the date of consummation of each and every element of this Agreement, as follows:
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. Sublicensee hereby represents and warrants to ECC that:
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. Sublicensee hereby represents and warrants to ECC that: (a) Sublicensee is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. Sublicensee has all requisite power and authority to own, operate and lease the properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business.
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. Sublicensee hereby represents and warrant to ECC that: (a) Sublicensee is a Corporation duly organized, validly existing and in good standing under the laws of the State of New York. Sublicensee has all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction wherein the nature of the business conducted or the assets owned or leased by it make such qualification material to the conduct of its business. (b) Sublicensee has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized, executed and delivered by Sublicensee and assuming the due authorization, execution and delivery by ECC, is a legal, valid and binding obligation of Sublicensee, enforceable against it in accordance with its terms, subject only to bankruptcy, insolvency, 21 reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general principles of equity.
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. As of the Effective Date Sublicensee further represents and warrants to ABSC and to OSI that neither Sublicensee nor any Affiliate of Sublicensee commenced, more than 90 days prior to the Effective Date of this Agreement, any use of Aurora Technology or an Aurora Assay which, in the absence of this Agreement, would have constituted an infringement of a claim of an Assay Patent.
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE. As of the Effective Date Sublicensee further represents and warrants to ABSC and to OSI that neither Sublicensee nor any Affiliate of Sublicensee, prior to the Effective Date, commenced good laboratory practice preclinical development of a compound directed against such specific Target and which has resulted from use of Aurora Technology or an Aurora Assay by Sublicensee or an Affiliate of Sublicensee.
REPRESENTATIONS AND WARRANTIES OF SUBLICENSEE
