Additional NewLink Representations and Warranties Clause Samples
Additional NewLink Representations and Warranties. NewLink represents and warrants to Merck that as of the Effective Date:
6.2.1 NewLink and NL each has the full right, power and authority to enter into this Agreement, to perform the activities hereunder (including the Transition Program) and to grant the license set forth in Section 3.1.1 and Section 3.2;
6.2.2 there are no claims, judgments or settlements against or owed by NewLink (or any of its Affiliates) and no pending or, to NewLink’s knowledge, threatened claims or litigation, in each case, relating to the NewLink Patent Rights and/or NewLink Know-How and/or Compounds and/or Products; [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
6.2.3 Schedule 1.79 sets forth a true, correct and complete list of NewLink Patent Rights existing as of the Effective Date and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners. The NewLink Patent Rights and NewLink Know-How constitute [*], the Compounds and/or Products or the Development, Manufacture, Commercialization and/or use thereof, or the performance of the Transition Program;
6.2.4 all issued patents within the NewLink Patent Rights are in full force and effect, and, [*], in whole or in part;
6.2.5 it (and its Affiliates) has not prior to the Effective Date (i) assigned, transferred, conveyed or otherwise encumbered its right, title and/or interest in NewLink Patent Rights or NewLink Know-How, or (ii) otherwise granted any rights to any Third Parties that would, in the case of clauses (i) and/or (ii), conflict with the rights granted to Merck hereunder;
6.2.6 to NewLink’s knowledge, [*];
6.2.7 it [*] the NewLink Patent Rights and NewLink Know-How, all of which are, as at the Effective Date, [*];
6.2.8 neither it nor any of its Affiliates has received any written notification from a Third Party that the research, development, manufacture, use, sale or import of Compounds or Products infringes or misappropriates the Patent Rights or Know-How owned or controlled by such Third Party, and NewLink has no knowledge that a Third Party has any basis for any such claim;
6.2.9 NewLink has [*] regarding [*], including [*], and [*];
6.2.10 NewLink has [*] related to NewLink Patent Rights or NewLink Know-How licensed under this Agreement;
6.2.11 NewLink has [*] Co...