Additional Amerimmune Representations Sample Clauses

Additional Amerimmune Representations. Amerimmune represents, warrants, and covenants to Histogen, that, as of the Effective Date: 9.2.1 Amerimmune has not used, and during the Term will not knowingly use, any Know-How in the Research Program conducted by Amerimmune that is encumbered by any contractual right of or obligation to a Third Party that conflicts or interferes with any of the rights granted or to be granted to Histogen under this Agreement. 9.2.2 Amerimmune has not granted, and during the Term Amerimmune will not grant, any right or license to any Third Party relating to any Amerimmune Intellectual Property that conflicts with or limits the scope of the rights granted or to be granted to Histogen under this Agreement. 9.2.3 There are no claims, litigations, suits, actions, disputes, arbitrations, or legal, administrative, or other proceedings or governmental investigations pending or, to Amerimmune’s knowledge, threatened against Amerimmune, nor is Amerimmune a party to any judgment or settlement that would be reasonably expected to adversely affect or restrict the ability of Amerimmune to consummate the transactions contemplated under this Agreement and to perform its obligations under this Agreement, or which would affect the Amerimmune Intellectual Property or Amerimmune’s Control thereof. 9.2.4 To Amerimmune’s knowledge, the practice of the Amerimmune Intellectual Property as contemplated under this Agreement does not (a) infringe any claim of any Patent of any Third Party or (b) misappropriate any Know-How of any Third Party. 9.2.5 None of the Amerimmune Patents are subject to any pending re-examination, opposition, interference, or litigation proceeding. 9.2.6 There is no Existing Third Party Agreement to which Amerimmune or an Affiliate of Amerimmune is a party. 9.2.7 There is no agreement, contract, or other enforceable obligation with any Third Party to which Amerimmune or an Affiliate of Amerimmune is a party that requires payment of any fee, milestone payment, royalty, or other consideration with respect to the Development, Manufacture, or Commercialization (if any) of a Product for any purpose in the Field. 9.2.8 Neither Amerimmune nor any of its Affiliates has granted any lien or security interest in or to the Amerimmune Intellectual Property and the Amerimmune Intellectual Property is free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, or charge of any kind. 9.2.9 Schedule 1 contains a complete and accurate list of al...