Warranties and Representations of 22nd Century. 22nd Century warrants and represents that (a) as of the Effective Date it either owns or is the exclusive worldwide licensee of the Patent Rights in the Field of Use, (b) it has the sole and unrestricted right to grant the Research License and Option for the Commercial License provided in this Agreement, subject to the limitations set forth in Sections 2.05 and 2.06, (c) performance of its obligations under this Agreement does not and will not violate any existing agreement to which it is subject or a party, (d) the execution of this Agreement has been duly authorized and 22nd Century’s performance hereunder is within its corporate power, and (e) to 22nd Century’s knowledge, as of the date of signing this Agreement, the Patent Rights will not infringe any third party’s rights. 22nd Century warrants and represents that the wire transfer instructions supplied under Section 5.01 are and will remain correct, complete, and sufficient for BAT to make any payments under this Agreement to 22nd Century unless and until 22nd Century provides BAT written notice of different wire transfer instructions, in which case 22nd Century warrants and represents that such different wire transfer instructions are and will remain correct, complete, and sufficient for BAT to make any payments under this Agreement to 22nd Century.
