Additional Representations and Warranties of AstraZeneca. As of the Effective Date and subject to the disclosures against such warranties made in Schedule 5 (the “Disclosure Letter”), AstraZeneca represents and warrants to Flexion that within AstraZeneca’s Knowledge, (where “Knowledge” means the good faith understanding of the […***…] and the […***…] of the facts and information in their possession as at the Effective Date, and without any duty to conduct any investigation with respect to such facts and information):
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Mereo, as of the Effective Date, that:
11.2.1 to AstraZeneca’s Knowledge, other than the Option Intellectual Property, there are no intellectual property rights: (a) which are owned by AstraZeneca or any of its Affiliates as of the Effective Date or at any time during the time of the Agreement and that (b) relate [***] to the Compounds or Products;
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Licensee, as of the Effective Date, that: (i) AstraZeneca Controls the AstraZeneca Patents set forth in Schedule B (“Existing Patents”) and has the right to grant the licenses and sublicenses specified herein; (ii) AstraZeneca has not received any written claim or demand alleging that (a) the Existing Patents are invalid or unenforceable or (b) the Development or Commercialization of the Licensed Products as contemplated herein infringes any Patent owned by any Third Party; and (iii) to AstraZeneca’s Knowledge, no Person is infringing or threatening to infringe the Existing Patents in the Field.
Additional Representations and Warranties of AstraZeneca. As of the Effective Date, AstraZeneca represents and warrants to Flexion that:
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Licensee, as of the Effective Date, (a) AstraZeneca Controls the AstraZeneca Patents and the AstraZeneca Regulatory Documentation as of the Effective Date and has the right to grant the licenses specified herein; and (b) AstraZeneca has not received any written claim or demand alleging that the Development or Commercialization of the Licensed Products as contemplated herein infringes any Patent owned by any Third Party.
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Impax and, to the extent applicable, covenants, as follows:
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Licensee, as of the Effective Date, that AstraZeneca: (i) AstraZeneca has full legal or beneficial title and ownership to the AstraZeneca Patents listed on Schedule A as is necessary to grant the licenses to Licensee to such AstraZeneca Patents that AstraZeneca grants pursuant to this Agreement; (ii) AstraZeneca has the rights necessary to grant the licenses to Licensee to AstraZeneca Know-How that AstraZeneca grants pursuant to this Agreement; (iii) the Patents listed on Schedule A are, to AstraZeneca’s knowledge, the only Patents Controlled by AstraZeneca or its Affiliates that claim the Exploitation of a Licensed Compound or Licensed Product; and (iv) the Patents included in the AstraZeneca Patents are not subject to any liens or encumbrances and AstraZeneca has not granted to any Third Party any rights or licenses under such Patents or Information that would conflict with the licenses granted to Licensee hereunder. None of the AstraZeneca Patents listed on Schedule A are in- licensed by AstraZeneca.
Additional Representations and Warranties of AstraZeneca. As of the Effective Date, AstraZeneca represents and warrants to Neoprobe that:
Additional Representations and Warranties of AstraZeneca. AstraZeneca further represents and warrants to Licensee, as of the Effective Date, that: (i) AstraZeneca Controls the AstraZeneca Patents set forth in Schedule A ("Existing Patents") and has the right to grant the licenses and sublicenses specified herein; (ii) AstraZeneca has not received any written communication, claim or demand alleging that (a) the Existing Patents are invalid or unenforceable or (b) the Development or Commercialization of the Licensed Products as contemplated herein, or as conducted by AstraZeneca prior to the Effective date, infringes any Patent owned by any Third Party or otherwise misappropriates any intellectual property right of any Third Party; and (iii) to AstraZeneca’s Knowledge, no Person is infringing or threatening to infringe the Existing Patents in the Field. AstraZeneca further represents and warrants to Licensee, as of the Effective Date, that: (a) no Third Party has challenged in writing the ownership, scope, duration, priority or right to use any of the AstraZeneca Patents, (b) all fees required to be paid by AstraZeneca in any jurisdiction in order to maintain the AstraZeneca Patents licensed to Licensee hereunder have been timely paid, (c) the claims included in any issued patents included in the AstraZeneca Patents are in full force and effect, (d) AstraZeneca has not previously assigned, transferred, conveyed, or granted any license or other rights to its right, title and interest in the AstraZeneca Patents or the AstraZeneca Know How, in any way that would materially conflict with or materially limit the scope of any of the rights or licenses granted to Licensee hereunder, (e) AstraZeneca’s right, title and interest to all the AstraZeneca Patents are free of any lien or security interest, and (f) except as set forth in Schedule A, AstraZeneca or its Affiliates do not own or control any other Patents that are necessary to carry out the Development, Commercialization or Exploitation of Lead Compound(s) and/or Licensed Product(s).
Additional Representations and Warranties of AstraZeneca. AstraZeneca hereby represents, warrants and covenants to Ironwood that as of the Effective Date and the Amendment Date:
(a) AstraZeneca has no products [**].
(b) To AstraZeneca’s knowledge, AstraZeneca and its Affiliates have not materially violated any Anti-Corruption Laws with respect to the Territory except for such matters as has been disclosed to Ironwood prior to the Effective Date (or in this representation and warranty made as of the Amendment Date, as of the Amendment Date).
