Sublicensor Representations and Warranties. The Sublicensor represents and warrants to the Sublicensee that: (i) the Sublicensor has the right to enter into this Agreement and grant the rights granted hereunder and there are no outstanding agreements or understandings of any kind binding upon the Sublicensor that are inconsistent with this Agreement or the rights granted hereunder; (ii) the Licensed Product does not and will not contain any "backdoor" or concealed access or any "software locks" or any similar devices which, upon the occurrence of a certain event, the passage of a certain amount of time, or the taking of any action (or the failure to take action) by or on behalf of the Sublicensor or the Sublicensee, will cause the Licensed Product to be destroyed, erased, damaged or otherwise made inoperable; (iii) the Licensed Software does not and will not contain any viruses at the time of Delivery; (iv) to the Sublicensor's knowledge, the Licensed Product does not and will not infringe upon or violate the copyrights, patents, trade secrets, trademarks, or other intellectual property rights of any third party.
Sublicensor Representations and Warranties. SubLicensor represents and warrants to SubLicensee as follows and acknowledges that SubLicensee is relying on such representations and warranties in entering into this Agreement:
Sublicensor Representations and Warranties. Sublicensor represents and warrants that (i) it has the authority and right to convey the sublicense granted to Sublicensee pursuant to Section 1; (ii) the Technology does not violate any third party rights of which Sublicensor is or reasonably should be aware; (iii) there are no facts known, or which reasonably should be known, to Sublicensor, including the existence of patents or patent applications owned by any third party, that would adversely affect the validity of the Technology or would enable a third party to prevent or adversely affect Sublicensee's ability to exercise the rights granted to it under Section 1; (iv) it will keep Sublicensee duly and timely informed of the status of any patents and patent applications relating to the Technology, the development or conception of any improvements to the Technology (which improvement shall be deemed Technology covered by the sublicense set forth in Section 1), and any efforts by Sublicensee or Medica to stop any infringements by other persons or entities; and (v) Sublicensee's entering into and performing this Agreement will not conflict with or violate any agreements or obligations Sublicensee may have with any other person or entity. * Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
Sublicensor Representations and Warranties. Sublicensor represents and warrants to Sublicensee that:
Sublicensor Representations and Warranties. Sublicensor represents and warrants to AbbVie, as of the Effective Date, as follows:
