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This excerpt taken from the EYE 10-Q filed Aug 9, 2006. 5.1. AMO
Representations and Warranties. AMO represents and warrants to Alcon that (a)
it has all requisite legal right, power and authority to execute, deliver and
perform this Agreement; (b) it owns, or owns the exclusive right to assert, the
AMO Patents applicable to Alcon Products, and that no other party owns any
right to recover for infringement of the AMO Patents applicable to Alcon
Products; (c) all named inventors of any of the AMO Patents applicable to Alcon
Products have retained no rights (including without limitation rights to sue
and rights of reversion) in such patents that would permit them to make a claim
against Alcon; (d) it has not granted and will not grant any licenses or other
rights, under the AMO Patents or otherwise, that would conflict with the
licenses and rights granted to Alcon hereunder or prevent Alcon’s exercise of
these licenses and rights; and (e) from March 21, 2006 to the date of execution
of this Agreement by all Parties, AMO has not added to or modified the AMO
Products to make new functions or performance capabilities commercially
available to end users. AMO represents
and warrants that there are no liens, conveyances, mortgages, assignments,
13 encumbrances, or other agreements that would prevent or impair the full and complete exercise of the terms of this Agreement. |
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