Additional Histogen Representations Sample Clauses

Additional Histogen Representations. Histogen represents, warrants, and covenants to Amerimmune, that, as of the Effective Date: 9.3.1 Histogen possesses sufficient rights, authorizations, and consents necessary to grant all rights and licenses it purports to grant to Amerimmune with respect to the Histogen Intellectual Property under this Agreement. 9.3.2 Histogen Know-How to be used by Amerimmune in conducting the Research Program is not 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 Amerimmune under this Agreement. 9.3.3 Histogen has not granted, and during the Term Histogen will not grant, any right or license to any Third Party relating to any Histogen Intellectual Property that conflicts with or limits the scope of the rights granted or to be granted to Amerimmune under this Agreement. 9.3.4 There are no claims, litigations, suits, actions, disputes, arbitrations, or legal, administrative, or other proceedings or governmental investigations pending or, to Histogen’s knowledge, threatened against Histogen, nor is Histogen a party to any judgment or settlement that would be reasonably expected to adversely affect or restrict the ability of Histogen to consummate the transactions contemplated under this Agreement and to perform its obligations under this Agreement, or which would affect the Histogen Intellectual Property or Histogen’s Control thereof. 9.3.5 To Histogen’s knowledge, the practice of the Histogen 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. 9.3.6 None of the Histogen Patents are subject to any pending re-examination, opposition, interference, or litigation proceeding. 9.3.7 There is no Existing Third Party Agreement to which Histogen or an Affiliate of Histogen is a party. 9.3.8 There is no agreement, contract, or other enforceable obligation with any Third Party to which Histogen or an Affiliate of Histogen 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 Commercial Field, including the Research Field. 9.3.9 Neither Histogen nor any of its Affiliates has granted any lien or security interest in or to the Histogen Intellectual Property and the Histogen Intellectual Property is free and c...