Additional Representations and Warranties of Elanco. Elanco represents and warrants to Tarsus as of the Effective Date that: (a) it has all rights under the Licensed IP to grant the licenses to Tarsus as purported to be granted pursuant to this Agreement (including, without limitation, without any payment to any Third Party); (b) it has not received any written notice from any Third Party asserting or alleging that any research or development of any Licensed Product by or on behalf of Elanco prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; (c) there are no actual, pending, alleged or, to Elanco’s knowledge, threatened adverse actions, suits, claims, interferences or formal governmental investigations involving the Licensed Products and/or the Licensed IP by or against Elanco in or before any court or governmental authority; (d) there are no patents or patent applications Controlled by Elanco or its Affiliates, other than the Licensed Patents, that would prevent Tarsus or its Affiliates or sublicensees from developing, manufacturing and/or commercializing Licensed Products as set forth herein or from exploiting the rights granted under Section 2.1; and (e) the Licensed Patents cover the Compound.
Appears in 4 contracts
Samples: License Agreement (Tarsus Pharmaceuticals, Inc.), License Agreement (Tarsus Pharmaceuticals, Inc.), License Agreement (Tarsus Pharmaceuticals, Inc.)
Additional Representations and Warranties of Elanco. Elanco represents and warrants to Tarsus as of the Effective Date that:
: (a) it has all rights under the Licensed IP to grant the licenses to Tarsus as purported to be granted pursuant to this Agreement (including, without limitation, without any payment to any Third Party);
; (b) it has not received any written notice from any Third Party asserting or alleging that any research or development of any Licensed Product by or on behalf of Elanco prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party;
; (c) there are no actual, pending, alleged or, to Elanco’s knowledge, threatened adverse actions, suits, claims, interferences or formal governmental investigations involving the Licensed Products and/or the Licensed IP by or against Elanco in or before any court or governmental authority;
; (d) there are no patents or patent applications Controlled by Elanco or its Affiliates, other than the Licensed Patents, that would prevent Tarsus or its Affiliates or sublicensees from developing, manufacturing and/or commercializing Licensed Products as set forth herein or from exploiting the rights granted under Section 2.1; and
and (e) the Licensed Patents cover the Compound.
Appears in 2 contracts
Samples: License Agreement (Tarsus Pharmaceuticals, Inc.), License Agreement (Tarsus Pharmaceuticals, Inc.)