Common use of WARRANTIES AND REPRESENTATION Clause in Contracts

WARRANTIES AND REPRESENTATION. 3.1 CDT Oxford hereby represents and warrants to Licensee that; (a) it is the sole and exclusive owner of the CDT Oxford Patents; (b) it has been granted an exclusive license from the University of Oxford, Isis Innovations and the University of St Xxxxxxx, with the right to sublicense to any third party in the field of light emitting materials and devices, under CDT Oxford Licensed Patents and it is specifically authorized to licence the manufacture, use and sale of Products in any and all countries of the world, 3.2 Should Licensee become aware that the exercise by Licensee of any of the rights granted to it under clause 2.1 above may amount to infringement of a patent owned by a third party, or should the exercise by Licensee of any of the rights granted to it under clause 2.1 above give rise to a claim for infringement of any patent owned by a third party, Licensee shall inform CDT Oxford of such claim and both parties will discuss how to defend such claim. CDT Oxford agrees to provide Licensee with such reasonable assistance as is reasonably necessary to enable Licensee to defend such claim. CDT Oxford’s assistance under this clause 3.2 shall be within CDT Oxford’s capacity then available to CDT Oxford and shall be subject to the payment of compensation (limited to fees and actual costs incurred by CDT Oxford in connection with providing such assistance) by Licensee to CDT Oxford. Notwithstanding the above, CDT Oxford shall provide Licensee with such technical information then available to it that is reasonably necessary for the purpose of Licensee’s defending itself. 3.3 CDT Oxford does not give and nothing contained in this Agreement shall be construed as: (a) a warranty or representation by it that any patent applications licensed hereunder will proceed to grant; (b) a warranty or representation by CDT Oxford as to the volume or quality of Products which may be manufactured through the use of the CDT Oxford Background Dendrimer Intellectual Property; (c) conferring by implication, estoppel or otherwise, upon the Licensee or any other Affiliate, any licence or other right under any patent rights or other intellectual property except for the licenses and rights expressly granted hereunder; (d) a representation or warranty as to the efficacy or usefulness of the CDT Oxford Background Dendrimer Intellectual Property or that they will produce materials of satisfactory quality or fit for the purpose for which the Licensee or any other Affiliate intended; (e) a warranty or representation as to the validity or scope of any patent or patent application licensed hereunder; or (f) a warranty or representation that the manufacture, use, rental, lease, sale, transfer or other disposal of any Product is free from infringement of any patents or other rights of third parties.

WARRANTIES AND REPRESENTATION. 3.1 CDT Oxford Sumitomo hereby represents and warrants to Licensee that;: (a) it is the sole and exclusive owner of the CDT Oxford Sumitomo Patents; (b) it has been granted an exclusive license from the University of Oxford, Isis Innovations and the University of St XxxxxxxDow, with the right to sublicense to any third party in the field of light emitting materials and devices, under CDT Oxford Sumitomo Licensed Patents and it is specifically authorized to licence the manufacture, use and sale of Products in any and all countries of the world,. 3.2 Should Licensee become aware that the exercise by Licensee of any of the rights granted to it under clause 2.1 above may amount to infringement of a patent owned by a third party, or should the exercise by Licensee of any of the rights granted to it under clause 2.1 above give rise to a claim for infringement of any patent owned by a third party, Licensee shall inform CDT Oxford Sumitomo of such claim and both parties will discuss how to defend such claim. CDT Oxford Sumitomo agrees to provide Licensee with such reasonable assistance as is reasonably necessary to enable Licensee to defend such claim. CDT OxfordSumitomo’s assistance under this clause 3.2 shall be within CDT OxfordSumitomo’s capacity then available to CDT Oxford Sumitomo and shall be subject to the payment of compensation (limited to fees and actual costs incurred by CDT Oxford Sumitomo in connection with providing such assistance) by Licensee to CDT OxfordSumitomo. Notwithstanding the above, CDT Oxford Sumitomo shall provide Licensee with such technical information then available to it that is reasonably necessary for the purpose of Licensee’s defending itself. 3.3 CDT Oxford Sumitomo does not give and nothing contained in this Agreement shall be construed as: (a) a warranty or representation by it that any patent applications licensed hereunder will proceed to grant; (b) a warranty or representation by CDT Oxford Sumitomo as to the volume or quality of Products which may be manufactured through the use of the CDT Oxford Sumitomo Background Dendrimer Intellectual Property; (c) conferring by implication, estoppel or otherwise, upon the Licensee or any other Affiliate, any licence or other right under any patent rights or other intellectual property except for the licenses and rights expressly granted hereunder; (d) a representation or warranty as to the efficacy or usefulness of the CDT Oxford Sumitomo Background Dendrimer Intellectual Property or that they will produce materials of satisfactory quality or fit for the purpose for which the Licensee or any other Affiliate intended; (e) a warranty or representation as to the validity or scope of any patent or patent application licensed hereunder; or (f) a warranty or representation that the manufacture, use, rental, lease, sale, transfer or other disposal of any Product is free from infringement of any patents or other rights of third parties.

WARRANTIES AND REPRESENTATION. 3.1 CDT Oxford hereby represents and warrants to Licensee that;: (a) it is the sole and exclusive owner of the CDT Oxford Patents; (b) it is the joint owner of the CDT Oxford Jointly Owned Intellectual Property; (c) it has been granted an exclusive license from the University of Oxford, Isis Innovations and the University of St Xxxxxxx, with the right to sublicense to any third party in the field of light emitting materials and devices, under CDT Oxford Licensed Patents and it is specifically authorized to licence the manufacture, use and sale of Products in any and all countries of the world,. 3.2 Should Licensee become aware that the exercise by Licensee of any of the rights granted to it under clause 2.1 above may amount to infringement of a patent owned by a third party, or should the exercise by Licensee of any of the rights granted to it under clause 2.1 above give rise to a claim for infringement of any patent owned by a third party, Licensee shall inform CDT Oxford of such claim and both parties will discuss how to defend such claim. CDT Oxford agrees to provide Licensee with such reasonable assistance as is reasonably necessary to enable Licensee to defend such claim. CDT Oxford’s assistance under this clause 3.2 shall be within CDT Oxford’s capacity then available to CDT Oxford and shall be subject to the payment of compensation (limited to fees and actual costs incurred by CDT Oxford in connection with providing such assistance) by Licensee to CDT Oxford. Notwithstanding the above, CDT Oxford shall provide Licensee with such technical information then available to it that is reasonably necessary for the purpose of Licensee’s defending itself. 3.3 CDT Oxford does not give and nothing contained in this Agreement shall be construed as: (a) a warranty or representation by it that any patent applications licensed hereunder will proceed to grant; (b) a warranty or representation by CDT Oxford as to the volume or quality of Products which may be manufactured through the use of the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property; (c) conferring by implication, estoppel or otherwise, upon the Licensee or any other Affiliate, any licence or other right under any patent rights or other intellectual property except for the licenses and rights expressly granted hereunder; (d) a representation or warranty as to the efficacy or usefulness of the CDT Oxford Background Dendrimer Intellectual Property or the CDT Oxford Jointly Owned Intellectual Property or that they will produce materials of satisfactory quality or fit for the purpose for which the Licensee or any other Affiliate intended; (e) a warranty or representation as to the validity or scope of any patent or patent application licensed hereunder; or (f) a warranty or representation that the manufacture, use, rental, lease, sale, transfer or other disposal of any Product is free from infringement of any patents or other rights of third parties.