Each party represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this IP Agreement, (b) the execution, delivery and performance of this IP Agreement have been duly authorized by all necessary corporate or other action, (c) this IP Agreement has duly and validly executed and delivered, and (d) this IP Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.