Representations as to Intellectual Property. PRAECIS represents and warrants that PRAECIS owns or possesses adequate licenses or other rights to use all patents, patent rights, inventions and know-how included in the Intellectual Property Rights and the PPI Licensed Rights being licensed to Synthelabo hereunder and to grant the licenses granted herein. To the best knowledge of PRAECIS, the manufacture, use or sale of the Licensed Products pursuant to this Agreement will not infringe or conflict with any Third Party right or patent and PRAECIS is not aware of any pending patent application that if issued would be infringed by the manufacture, use or sale of the Licensed Products pursuant to this Agreement. Appendix II hereto correctly identifies all patent applications included within the Intellectual Property Rights and the PPI Licensed Rights as of the date hereof. With respect to all such patent applications, except as disclosed in writing by PRAECIS to Synthelabo prior to the Effective Date, PRAECIS has no knowledge of any prior patent or publication, public use, offer for sale or actual sale that would invalidate the claims of such patent applications, and PRAECIS has no knowledge of any actions heretofore taken by a patent office that would render such patent unenforceable. As of the Effective Date, neither Synthelabo nor PRAECIS has knowledge that any infringement referred to above in this Section 12.2 has occurred, and neither party has been notified or is aware of any actual or potential claims of infringement.
Representations as to Intellectual Property. Licensor hereby makes the following representations, warranties and covenants, and acknowledges that Licensee has relied thereon in entering upon this Agreement:
