Clinton Street represents and warrants to SOBU that during the Initial Term and any Renewal Term the Proprietary Rights are valid and solely owned by Clinton Street, and do not, and will not knowingly, infringe any third party's intellectual property rights and that, to Clinton Street's knowledge, no claim has been asserted or threatened by any third party against Clinton Street that the use of the Proprietary Rights in connection with the sales of the Licensed Products in the Territory violates the rights of a third party.