Warranties

Acts as an insurance policy within an agreement.

Acts as an insurance policy within an agreement.

Acts as an insurance policy within an agreement.

A warranty is a form of guarantee from one party to the other that the disclosures that have been declared are true and valid.

A warranty clause will outline what has been disclosed, that the party insures it to be valid, and any penalties should a disclosure turn out to be invalid or incorrect.

Clause:

6.1 Representation and Warranties of Each Party.

Each of WYETH and ACCESS hereby represents, warrants and covenants to the other Party hereto as follows:

6.1.1 it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation;

6.1.2 the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and do not require any shareholder action or approval;

6.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

6.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (a) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or by laws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and

6.1.5 it shall comply with all applicable laws and regulations relating to its activities under this Agreement.

-- License and Supply agreement between Access and Wyeth, January 2004

None

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