Representations and Warranties of SciClone. SciClone hereby represents and warrants to the Sigma-Tau Group that (a) this Agreement has been duly authorized, executed and delivered by SciClone, and is a valid and binding obligation of SciClone, enforceable against SciClone in accordance with its terms, including enforceability in respect of any violation by its directors, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not (1) conflict with, result in a breach or violation of, constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, result in the loss of a material benefit or give any right of termination, amendment, acceleration or cancellation under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of SciClone or any of its subsidiaries pursuant to any law, any order of any court or other agency of government, SciClone’s Amended and Restated Certificate of Incorporation (as amended July 16, 2003) (the “Restated Certificate”), SciClone’s Amended and Restated Bylaws (as amended December 17, 2007) (the “Bylaws”), or the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which SciClone is a party or bound or to which its property or assets is subject or (2) trigger any “change of control” provisions in any agreement to which SciClone is a party; and (c) no consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit SciClone to perform its obligations under this Agreement, except for such as have been obtained.
Representations and Warranties of SciClone. SciClone represents and warrants that it will use its best efforts to comply with the Alpha Agreement to the extent necessary to avoid termination of the rights of SPKK to develop and commercialize Licensed Products in the SPKK Territory. SciClone further represents and warrants that to its best knowledge the Marks are valid and subsisting and that SciClone has received no actual notice that any of the Marks infringe the rights of any third party.
Representations and Warranties of SciClone. SciClone hereby makes the following representations and warranties to the Investors as of the date hereof and on the Closing Date except as disclosed in the Schedule of Exceptions hereto:
