This excerpt taken from the CRIS 10-Q filed Apr 29, 2005.
Representations and Warranties
11.1 Mutual Representations and Warranties. Each of the Parties hereby represents, warrants and covenants as follows:
(a) This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
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11.2 Curis Representations and Warranties. Curis hereby further represents, warrants and covenants to Genentech that:
(a) As of the Effective Date, there are no material adverse proceedings, claims or actions pending, or to the best of Curis knowledge, threatened, relating to the Licensed IP that would materially interfere with Curis performance of its obligations, or Genentechs exercise of its rights, under this Agreement; after the Effective Date, Curis shall disclose to Genentech any such material adverse proceedings, claims or actions that arise.
(b) As of the Effective Date, to the best of Curis knowledge, there is no Third Party intellectual property that would be infringed by the discovery, development and/or commercialization of Compounds pursuant to this Agreement; after the Effective Date, Curis shall disclose to Genentech any such Third Party intellectual property of which it becomes aware.
11.3 Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO MATERIALS OR INFORMATION SUPPLIED BY IT TO THE OTHER PARTY HEREUNDER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.