Additional Representations and Warranties of AbbVie Sample Clauses

Additional Representations and Warranties of AbbVie. AbbVie further represents and warrants to Receptos as follows: 8.3.1. (i) where a Third Party owns an Existing Patent, to the best of AbbVie’s knowledge, AbbVie Controls the rights and interest therein to the extent granted in the Existing In-License Agreements; (ii) where AbbVie or any of its Affiliates owns an Existing Patent as of the Development Agreement Effective Date (including, as so owned, all Patents set forth on Schedule 1.38 under the headings “U.S. Patent Status” and “Foreign Patent Status”), AbbVie represents and warrants that it or its Affiliate owns, and AbbVie Controls, all right, title and interest to such Existing Patent, and (iii) AbbVie and its Affiliates have not licensed, assigned or otherwise disposed of any right, title or interest in any of the Existing Patents, such that the rights of Receptos contemplated hereunder would be adversely affected. 8.3.2. The Existing In-License Agreement Schedule reflects, to the best of AbbVie’s knowledge, a complete list of all agreements entered into prior to the Development Agreement Effective Date by and between AbbVie or any of its Affiliates, on the one hand, and one or more Third Parties, on the other hand, pursuant to which AbbVie or any of its Affiliates Control any AbbVie Patent covering, or any AbbVie Know-How specifically relating to, the composition of matter of ABT-308. 8.3.3. AbbVie shall use raw materials in the manufacture of drug substance and drug product hereunder that conform to the specifications set forth on Schedule 2.5, as verified in accordance with testing standards and procedures; AbbVie shall manufacture drug substance and drug product hereunder in accordance with, and supply drug substance and drug product hereunder that complies with, applicable cGMP requirements and the specifications set forth on Schedule 2.5; upon delivery of any quantity of drug substance or drug product hereunder (excluding Existing Inventory), such quantity shall have a shelf life of not less than *** months; AbbVie shall not supply any quantity of drug substance or drug product that has been adulterated, misused, contaminated, tampered with or otherwise altered or mishandled prior to delivery to Receptos; AbbVie shall maintain such records as are necessary and appropriate to demonstrate compliance in the manufacturing of drug substance and drug product with applicable cGMP requirements and the specifications set forth on Schedule 2.5 for a period of not less than *** months from the expiration ...

Additional Representations and Warranties of AbbVie. AbbVie further represents and warrants to OraSure, as of the Effective Date as follows:

Additional Representations and Warranties of AbbVie. AbbVie further represents and warrants to Licensee, as of the Effective Date, as follows: 8.2.1. AbbVie or one of its Affiliates Controls the AbbVie Know-How and AbbVie Patents and has the right to grant the licenses specified herein. 8.2.2. To AbbVie’s knowledge, there is no pending litigation or patent office proceeding, or litigation or patent office proceeding that has been threatened in writing, and AbbVie has not received any written claim or demand alleging, that the AbbVie Patents are invalid or unenforceable. 8.2.3. To AbbVie’s knowledge, there is no pending litigation, or litigation that has been threatened in writing, that the research, Development, manufacture or Commercialization of any of the Licensed Compounds or Licensed Products infringes or misappropriates the Patents, Information or other intellectual property rights of any Third Party. 8.2.4. To AbbVie’s knowledge, there is no lien or security interest on any of the AbbVie Know-How or AbbVie Patents.

Additional Representations and Warranties of AbbVie. AbbVie represents and warrants to Infinity that as of the Execution Date: 10.3.1. to its knowledge, AbbVie and its Affiliates do not own or Control any Patent Rights that Cover or claim any Licensed Compound, Product, or Exclusivity Compound, or the use of any of the foregoing. 10.3.2. neither AbbVie nor any of its Affiliates have received notice that AbbVie or its Affiliates do not have, or will not have, the right to conduct the Combination Clinical Studies. 10.3.3. AbbVie is not subject to any non-compete or other restrictions that would impair its ability to Develop and Commercialize the Licensed Compound or Product in the Field in the Territory as contemplated on the Execution Date.

Additional Representations and Warranties of AbbVie. AbbVie further represents and warrants to Licensor, as of the Target Acceptance Date with respect to an Accepted Target, as follows: 11.3.1 To AbbVie’s Knowledge, AbbVie has the right to use all Information and Patents necessary to Develop, Manufacture and Commercialize the Discovery T-Cell Receptors that Bind to such Accepted Target and AbbVie is entitled to grant Licensor the licenses specified in Section 6.2. 11.3.2 All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of AbbVie or any of its Affiliates during the course of their employment (or other retention) by AbbVie or such Affiliate, and included in AbbVie Background Know-How or that are the subject of one (1) or more AbbVie Background Patents existing as of the Effective Date that claim or cover Discovery T-Cell Receptors that Bind to such Accepted Target (the “Existing AbbVie TCR Patents”) have been or will be assigned in writing to AbbVie or such Affiliate. 11.3.3 AbbVie has obtained the right (including under any Patents and other intellectual property rights) to use all Information and all other materials developed or delivered by any Third Party under any agreements between AbbVie and any such Third Party that is necessary for the Development or Commercialization of Discovery T-Cell Receptors that Bind to such Accepted Target, and AbbVie has the rights under each such agreement to transfer such Information or other materials to Licensor and its designees and to grant Licensor the right to use such Information or other materials in the Development of the Discovery T-Cell Receptor Constructs or the Licensed Products as set forth in this Agreement. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.