Additional Representations and Warranties of Licensee. Licensee further represents and warrants to AstraZeneca, as of the Effective Date, that Licensee: (i) has conducted its own investigation and analysis of (a) the Patent as such rights relate to the Exploitation of the Licensed Compounds and Licensed Products as contemplated hereunder; (ii) understands the complexity and uncertainties associated with possible claims of infringement of Patent or other proprietary rights of Third Parties, particularly those relating to pharmaceutical products; and (iii) acknowledges and agrees that it is solely responsible for the risks of such claims.
Additional Representations and Warranties of Licensee. Licensee represents and warrants as of the Effective Date that:
Additional Representations and Warranties of Licensee. As of the Effective Date, Licensee: (i) has conducted its own investigation and analysis of (a) the Patent and other proprietary rights of Third Parties as such rights relate to the Exploitation of the Licensed Compound as contemplated hereunder and (b) the potential infringement thereof; (ii) understands the complexity and uncertainties associated with possible claims of Infringement of Patent or other proprietary rights of Third Parties, particularly those relating to pharmaceutical products; and (iii) acknowledges and agrees that it is solely responsible for the risks of such claims after the Effective Date.
Additional Representations and Warranties of Licensee. Licensee hereby represents and warrants to Licensor as follows as of the Effective Date:
Additional Representations and Warranties of Licensee. Except as would not have a material adverse effect on the rights or interests of Licensor under this Agreement, Licensee hereby represents and warrants to Licensor as follows as of the Effective Date:
Additional Representations and Warranties of Licensee. Licensee further represents and warrants to AbbVie, as of the Effective Date, and covenants, as follows:
8.3.1. Licensee (a) has conducted its own investigation and analysis of (i) the Patents and other proprietary rights of Third Parties as such rights relate to the Exploitation of the Licensed Compounds and Licensed Products and (ii) the potential infringement thereof, (b) understands the complexity and uncertainties associated with possible claims of infringement of Patents or other proprietary rights of Third Parties, particularly those relating to pharmaceutical products, and (c) acknowledges and agrees that it is solely responsible for the risks of such claims. Licensee acknowledges and agrees that it has received access to the information relating to the AbbVie Patents, AbbVie Know-How, Licensed Compounds and Licensed Products that Licensee deemed necessary to conduct and complete its due diligence related to the transactions contemplated by this Agreement, and Licensee warrants that it has diligently reviewed all such information. Licensee has no knowledge of any breach of any representation or warranty of AbbVie made hereunder, including pursuant to Section 8.1 and Section 8.2.
8.3.2. Licensee and its Affiliates (a) are solvent, (b) have sufficient financial resources to conduct its business in the ordinary course, meet all of its debts and financial obligations, and have no reasonable basis on which to expect that its operations may be impaired by financial instability or insolvency, and (c) shall take no actions during the Term of this Agreement that would materially impair its financial ability to meet its obligations hereunder, including but not limited to payments to shareholders in the form of dividends, equity redemptions or otherwise if such payments would materially impair its financial ability to meet its obligations hereunder, or otherwise materially impairing its ability to meet its debts and financial obligations in the ordinary course.
8.3.3. Licensee and its Affiliates have not ever been, are not currently, nor are they the subject of a proceeding that could lead to it or its Affiliates becoming a Debarred Entity, Excluded Entity or Convicted Entity and it and its Affiliates will not use in any capacity, in connection with the obligations to be performed under this Agreement, any person who is a Debarred Individual, Excluded Individual or a Convicted Individual. Licensee further covenants that if, during the Term, it or its Affiliat...
Additional Representations and Warranties of Licensee. Licensee further represents and warrants to MedImmune, as of the Effective Date, that Licensee: (i) has conducted its own investigation and analysis of (a) the Patent and other proprietary rights of Third Parties as such rights relate to the Exploitation of the Licensed Compound and Licensed Products as contemplated hereunder and (b) the potential infringement thereof; (ii) understands the complexity and uncertainties associated with possible claims of infringement of Patent or other proprietary rights of Third Parties, particularly those relating to biopharmaceutical products; (iii) acknowledges and agrees that it is solely responsible for the risks of such claims except to the extent arising from a breach of MedImmune’s representations and warranties set forth in this Article 8.
Additional Representations and Warranties of Licensee. Licensee represents and warrants to Xxxxxxx that, as of the Effective Date, neither Licensee nor any of its Affiliates, nor its or their employees, officers, directors, or agents, has been debarred by the FDA, is the subject of a conviction described in 21 U.S.C. 335a, or is subject to any similar sanction.
Additional Representations and Warranties of Licensee. Licensee hereby represents and warrants to POZEN that, as of the Effective Date:
9.3.1. Licensee is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement;
9.3.2. Licensee is not subject to any order, ruling or judgment of any governmental or regulatory authority that could reasonably be expected to impair or delay the ability of Licensee to perform its obligations under this Agreement.
Additional Representations and Warranties of Licensee. Licensee represents and warrants to Licensor as of the Effective Date as follows:
(a) Each of Licensee and its relevant Affiliates has obtained all licenses, approvals, permits, registrations, qualifications and authorizations necessary to carry out and perform its obligations in the Licensed Territory.
(b) None of Licensee or, to the Knowledge of Licensee, its Affiliates have received written notice of any proceedings before or threatened by any Regulatory Authority with respect to Licensee or its Affiliates or any facility at which the Drug, any Product or the Device may be manufactured.
