Common use of SYNGENTA WARRANTIES Clause in Contracts

SYNGENTA WARRANTIES. SYNGENTA hereby warrants and represents that: ------------------- (a) As of the DATE OF APPROVAL FOR COMMERCIAL SALE of each Cry1Ab GENE EVENT in a particular country, SYNGENTA: (i) is the owner or licensee of the Cry1Ab GENE, the subject Cry1Ab GENE EVENT, and SYNGENTA TECHNOLOGY used in the development thereof; (ii) is owner or licensee of the LICENSED PATENT RIGHTS; and (iii) has the right to license (or sublicense) to D&PL the Cry1Ab GENE, the subject Cry1Ab GENE EVENT, and LICENSED PATENT RIGHTS and SYNGENTA TECHNOLOGY used in the development thereof for use under the terms of this LICENSE AGREEMENT in the subject country; (b) As of the EFFECTIVE DATE, to the best of SYNGENTA'S knowledge there is no valid and enforceable third-party United States patent or foreign patent, not then a part of the LICENSED PATENT RIGHTS, that will preclude or restrict either SYNGENTA'S or D&PL'S lawful performance under this LICENSE AGREEMENT in the subject country; (c) As of the date on which SYNGENTA gives the notice described in Subsection 4.3(b) with respect to a Cry1Ab GENE EVENT in a particular country in which SYNGENTA is responsible for obtaining GOVERNMENT APPROVAL, GOVERNMENT APPROVAL has been obtained for that country; and (d) All material information that SYNGENTA has provided or hereafter provides to any government agency for the purpose of obtaining GOVERNMENT APPROVAL is, to the best of SYNGENTA'S knowledge and belief, true and correct in all material respects. Provided, however, that this warranty is not made to D&PL with respect to any such information which was supplied to SYNGENTA by D&PL and which was thereafter provided in the same or substantially the same form by SYNGENTA to a government agency nor information with respect to a NON-SYNGENTA GENE received by SYNGENTA from or through D&PL as to which information SYNGENTA makes no warranties, express or implied. (e) SYNGENTA'S utilization of the procedures and materials that SYNGENTA has employed or may hereafter employ in the development and evaluation of the Cry1Ab GENE and/or any Cry1Ab GENE EVENT does not contravene any provision of any agreement or contract binding upon SYNGENTA. (f) If on the EFFECTIVE DATE or thereafter, SYNGENTA is obligated to pay royalties to any third party for rights under the LICENSED PATENT RIGHTS, SYNGENTA shall pay, in full and by the date due, all such royalties (subject to any reimbursement as provided in Section 12.1(b) if applicable). As of the EFFECTIVE DATE, no uncured breach or default exists under any agreement or contract relating to SYNGENTA'S rights to practice and to sublicense D&PL under any third party patent or patent application which is part of the LICENSED PATENT RIGHTS, and, to the best of SYNGENTA'S knowledge, no condition exists which, if not cured, would result in such a breach or default.

SYNGENTA WARRANTIES. SYNGENTA hereby warrants and represents that: -------------------: (a) As of the DATE OF APPROVAL FOR COMMERCIAL SALE of each Cry1Ab VIP3A GENE EVENT in a particular country, SYNGENTA: : (i) is the owner or licensee of the Cry1Ab VIP3A GENE, the subject Cry1Ab VIP3A GENE EVENT, and SYNGENTA TECHNOLOGY used in the development thereof; (ii) is owner or licensee of the LICENSED PATENT RIGHTS; and (iii) has the right to license (or sublicense) to D&PL the Cry1Ab VIP3A GENE, the subject Cry1Ab VIP3A GENE EVENT, and LICENSED PATENT RIGHTS and SYNGENTA TECHNOLOGY used in the development thereof for use under the terms of this LICENSE AGREEMENT in the subject country; (b) As of the EFFECTIVE DATE, to the best of SYNGENTA'S knowledge there is no valid and enforceable third-party United States patent or foreign patent, not then a part of the LICENSED PATENT RIGHTS, that will preclude or restrict either SYNGENTA'S or D&PL'S lawful performance under this LICENSE AGREEMENT in the subject country; (c) As of the date on which SYNGENTA gives the notice described in Subsection 4.3(b) with respect to a Cry1Ab VIP3A GENE EVENT in a particular country in which SYNGENTA is responsible for obtaining GOVERNMENT APPROVAL, GOVERNMENT APPROVAL has been obtained for that country; and (d) All material information that SYNGENTA has provided or hereafter provides to any government agency for the purpose of obtaining GOVERNMENT APPROVAL is, to the best of SYNGENTA'S knowledge and belief, true and correct in all material respects. Provided, however, that this warranty is not made to D&PL with respect to any such information which was supplied to SYNGENTA by D&PL and which was thereafter provided in the same or substantially the same form by SYNGENTA to a government agency nor information with respect to a NON-SYNGENTA GENE received by SYNGENTA from or through D&PL as to which information SYNGENTA makes no warranties, express or implied. (e) SYNGENTA'S utilization of the procedures and materials that SYNGENTA has employed or may hereafter employ in the development and evaluation of the Cry1Ab VIP3A GENE and/or any Cry1Ab VIP3A GENE EVENT does not contravene any provision of any agreement or contract binding upon SYNGENTA. (f) If on the EFFECTIVE DATE or thereafter, SYNGENTA is obligated to pay royalties to any third party for rights under the LICENSED PATENT RIGHTS, SYNGENTA shall pay, in full and by the date due, all such royalties (subject to any reimbursement as provided in Section 12.1(b) if applicable). As of the EFFECTIVE DATE, no uncured breach or default exists under any agreement or contract relating to SYNGENTA'S rights to practice and to sublicense D&PL under any third party patent or patent application which is part of the LICENSED PATENT RIGHTS, and, to the best of SYNGENTA'S knowledge, no condition exists which, if not cured, would result in such a breach or default.

SYNGENTA WARRANTIES. SYNGENTA hereby warrants and represents that: -------------------: (a) As of the DATE OF APPROVAL FOR COMMERCIAL SALE of each Cry1Ab GENE EVENT in a particular country, SYNGENTA: (i) is the owner or licensee of the Cry1Ab GENE, the subject Cry1Ab GENE EVENT, and SYNGENTA TECHNOLOGY used in the development thereof; (ii) is owner or licensee of the LICENSED PATENT RIGHTS; and (iii) has the right to license (or sublicense) to D&PL the Cry1Ab GENE, the subject Cry1Ab GENE EVENT, and LICENSED PATENT RIGHTS and SYNGENTA TECHNOLOGY used in the development thereof for use under the terms of this LICENSE AGREEMENT in the subject country; (b) As of the EFFECTIVE DATE, to the best of SYNGENTA'S knowledge there is no valid and enforceable third-party United States patent or foreign patent, not then a part of the LICENSED PATENT RIGHTS, that will preclude or restrict either SYNGENTA'S or D&PL'S lawful performance under this LICENSE AGREEMENT in the subject country; (c) As of the date on which SYNGENTA gives the notice described in Subsection 4.3(b) with respect to a Cry1Ab GENE EVENT in a particular country in which SYNGENTA is responsible for obtaining GOVERNMENT APPROVAL, GOVERNMENT APPROVAL has been obtained for that country; and (d) All material information that SYNGENTA has provided or hereafter provides to any government agency for the purpose of obtaining GOVERNMENT APPROVAL is, to the best of SYNGENTA'S knowledge and belief, true and correct in all material respects. Provided, however, that this warranty is not made to D&PL with respect to any such information which was supplied to SYNGENTA by D&PL and which was thereafter provided in the same or substantially the same form by SYNGENTA to a government agency nor information with respect to a NON-SYNGENTA GENE received by SYNGENTA from or through D&PL as to which information SYNGENTA makes no warranties, express or implied. (e) SYNGENTA'S utilization of the procedures and materials that SYNGENTA has employed or may hereafter employ in the development and evaluation of the Cry1Ab GENE and/or any Cry1Ab GENE EVENT does not contravene any provision of any agreement or contract binding upon SYNGENTA. (f) If on the EFFECTIVE DATE or thereafter, SYNGENTA is obligated to pay royalties to any third party for rights under the LICENSED PATENT RIGHTS, SYNGENTA shall pay, in full and by the date due, all such royalties (subject to any reimbursement as provided in Section 12.1(b) if applicable). As of the EFFECTIVE DATE, no uncured breach or default exists under any agreement or contract relating to SYNGENTA'S rights to practice and to sublicense D&PL under any third party patent or patent application which is part of the LICENSED PATENT RIGHTS, and, to the best of SYNGENTA'S knowledge, no condition exists which, if not cured, would result in such a breach or default.

SYNGENTA WARRANTIES. SYNGENTA hereby warrants and represents that: ------------------- (a) As of the DATE OF APPROVAL FOR COMMERCIAL SALE of each Cry1Ab VIP3A GENE EVENT in a particular country, SYNGENTA: : (i) is the owner or licensee of the Cry1Ab VIP3A GENE, the subject Cry1Ab VIP3A GENE EVENT, and SYNGENTA TECHNOLOGY used in the development thereof; (ii) is owner or licensee of the LICENSED PATENT RIGHTS; and (iii) has the right to license (or sublicense) to D&PL the Cry1Ab VIP3A GENE, the subject Cry1Ab VIP3A GENE EVENT, and LICENSED PATENT RIGHTS and SYNGENTA TECHNOLOGY used in the development thereof for use under the terms of this LICENSE AGREEMENT in the subject country; (b) As of the EFFECTIVE DATE, to the best of SYNGENTA'S knowledge there is no valid and enforceable third-party United States patent or foreign patent, not then a part of the LICENSED PATENT RIGHTS, that will preclude or restrict either SYNGENTA'S or D&PL'S lawful performance under this LICENSE AGREEMENT in the subject country; (c) As of the date on which SYNGENTA gives the notice described in Subsection 4.3(b) with respect to a Cry1Ab VIP3A GENE EVENT in a particular country in which SYNGENTA is responsible for obtaining GOVERNMENT APPROVAL, GOVERNMENT APPROVAL has been obtained for that country; and (d) All material information that SYNGENTA has provided or hereafter provides to any government agency for the purpose of obtaining GOVERNMENT APPROVAL is, to the best of SYNGENTA'S knowledge and belief, true and correct in all material respects. Provided, however, that this warranty is not made to D&PL with respect to any such information which was supplied to SYNGENTA by D&PL and which was thereafter provided in the same or substantially the same form by SYNGENTA to a government agency nor information with respect to a NON-SYNGENTA GENE received by SYNGENTA from or through D&PL as to which information SYNGENTA makes no warranties, express or implied. (e) SYNGENTA'S utilization of the procedures and materials that SYNGENTA has employed or may hereafter employ in the development and evaluation of the Cry1Ab VIP3A GENE and/or any Cry1Ab VIP3A GENE EVENT does not contravene any provision of any agreement or contract binding upon SYNGENTA. (f) If on the EFFECTIVE DATE or thereafter, SYNGENTA is obligated to pay royalties to any third party for rights under the LICENSED PATENT RIGHTS, SYNGENTA shall pay, in full and by the date due, all such royalties (subject to any reimbursement as provided in Section 12.1(b) if applicable). As of the EFFECTIVE DATE, no uncured breach or default exists under any agreement or contract relating to SYNGENTA'S rights to practice and to sublicense D&PL under any third party patent or patent application which is part of the LICENSED PATENT RIGHTS, and, to the best of SYNGENTA'S knowledge, no condition exists which, if not cured, would result in such a breach or default.