Additional Representations and Warranties of Licensor. Licensor represents and warrants to Licensee that:
15.1 Except as set forth on Exhibit I, as of the date hereof, Licensor exclusively owns all right, title and interest in and to the Trademarks in the Sales Territory. The Trademarks that are registered in the Sales Territory are valid and enforceable.
15.2 Except as set forth on Exhibit I, as of the date hereof, (a) to Licensor’s knowledge, no person or entity is infringing, conflicting with, violating or diluting any of the Trademarks in the Sales Territory in any material respect, and (b) within the three (3) year period prior to the date hereof, Licensor has not provided any written or, to Licensor’s knowledge, unwritten notice or other communication to any person or entity, and no action or proceeding or claim has been asserted by Licensor, alleging that any person or entity is infringing, conflicting with, violating or diluting any of the Trademarks in the Sales Territory.
15.3 Except as set forth on Exhibit I, as of the date hereof, (a) to Licensor’s knowledge, none of the Trademarks or the use, practice or exploitation of any of the Trademarks infringes, conflicts with, violates or dilutes any intellectual property rights owned by any person or entity; (b) within the three (3) year period prior to the date hereof, no written claim, notice or other communication alleging that any of the Trademarks infringes, conflicts with, violates or dilutes any intellectual property rights owned by any person or entity has been served on or otherwise received by Licensor from any person or entity; and (c) there is no claim or action or proceeding pending or threatened against Licensor with respect to any of the Trademarks or the ownership, use, validity or enforceability thereof, other than any non-final determinations of any governmental authority with respect to the Trademarks.
15.4 All necessary registration, maintenance, renewal and other relevant filing fees in connection with any registrations or pending applications for any of the Trademarks have been timely paid, and all necessary documents, certificates and other relevant filings in connection with any registrations or pending applications for any of the Trademarks have been timely filed, with the relevant governmental authorities for the purpose of maintaining the Trademarks and all registrations and applications therefor. No registration obtained by Licensor for any of the Trademarks in the Territory has been cancelled, abandoned or not renewed except w...
Additional Representations and Warranties of Licensor. Licensor represents and warrants to Merck, as of the Execution Date that:
(a) No claims have been asserted, or, to Licensor’s Knowledge, threatened in writing by any Person against Licensor, (i) challenging the validity, effectiveness, or ownership of Licensor Technology, and/or (ii) alleging that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any of Licensor Technology infringes any intellectual property right of any Person.
(b) to the Knowledge of Licensor, there is no unauthorized use, infringement or misappropriation of any of Licensor Technology by any employee or former employee of Licensor, or any other Third Party;
(c) the Licensor Patents are not the subject of any litigation procedure, discovery process, interference, reissue, reexamination, opposition, appeal proceedings or any other legal dispute (other than ongoing patent prosecution), and no claims have been asserted, or, to Licensor’s Knowledge, threatened in writing by any Person against Licensor, alleging that any Licensor Patent is invalid or unenforceable;
(d) Licensor has not licensed to a Third Party the right to develop the Compound or Licensed Product;
(e) it has the full right to provide to Merck the Licensor Material to be provided to Merck pursuant to this Agreement;
(f) Licensor is not party to an agreement with a Third Party which licenses rights to Licensor that are necessary for the Development, manufacture and Commercialization of a Licensed Product.
(g) all employees of Licensor who have performed any activities on its behalf in connection with research regarding the Compound have entered into Licensor’s standard invention assignment agreements assigning to Licensor, to the extent permitted by Law, the whole of their rights in any intellectual property made, discovered or developed by them in the course of their employment as a result of such research;
(h) Licensor has all right, title and interest in and to the Licensor Technology, Licensor has not previously licensed, assigned, transferred, or otherwise conveyed any right, title or interest in and to the Licensor Technology to any Third Party in a manner that would conflict with the rights and licenses granted under this Agreement;
(i) as of the Execution Date, Licensor has no Knowledge of the unblinded results of the Phase II Pancreatic Cancer Trial.
Additional Representations and Warranties of Licensor. Licensor further represents and warrants to AGT, as of the Effective Date, as follows:
11.2.1 All Licensor Patents existing as of the Effective Date are listed on Schedule 11.2.1 (the “Existing Licensor Patents”). All Existing Licensor Patents are (a) subsisting and, to Licensor’s Knowledge, are not invalid or unenforceable, in whole or in part, (b) are being diligently prosecuted in the respective patent offices in the Territory in accordance with Applicable Law, and (c) have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
11.2.2 There are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any of its Affiliates relating to the Existing Licensor Regulatory Documentation, the Existing Licensor Patents, or the Licensor Know-How. No claim or litigation has been brought or threatened by any Person alleging, and Licensor has no Knowledge of any claim, whether or not asserted, that the Existing Licensor Patents or the Licensor Know-How are invalid or unenforceable. To Licensor’s Knowledge, the Exploitation of the 4D Vector as contemplated herein, does not and will not violate, infringe, misappropriate, or otherwise conflict or interfere with any intellectual property or proprietary right of any Person. To Licensor’s Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Existing Licensor Patents or the Licensor Know-How in connection with any Competing Product in the Field.
11.2.3 Licensor is the sole and exclusive owner of the entire right, title and interest in the Existing Licensor Patents and the Licensor Know-How free of any encumbrance, lien, or claim of ownership by any Third Party.
11.2.4 Licensor is entitled to grant the licenses to AGT specified herein under the terms and conditions of this Agreement. The Existing Licensor Patents represent all Patents within Licensor’s or its Affiliates’ ownership or Control relating to the Exploitation of the 4D Vector in connection with a Licensed Compound or Licensed Product in the Field.
11.2.5 Except for [ * ], neither Licensor nor its Affiliates have licensed, authorized, appointed, or otherwise enabled any Third Party to directly or indirectly, research, develop, commercialize, or otherwise exploit any AAV-based gene therapy product that is directed to the Initial Target, any of the Reserved Target Candidates as defined in ...
Additional Representations and Warranties of Licensor. Licensor represents, warrants, and covenants (as applicable) to Licensee that, as of the Effective Date:
(a) Licensor has the right under the Licensed IP to grant the licenses to Licensee as purported to be granted under Section 2.1 of this Agreement;
(b) Licensor has not granted, and will not grant during the Term, any license or other right under the Licensed IP that is inconsistent with the license granted to Licensee under Section 2.1;
(c) Exhibit A includes all Patents Controlled by Licensor as of the Effective Date that claim the Products;
(d) Licensor has not received any written notice from any Third Party asserting or alleging that the Development of any Product prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; and
(e) there is no pending or, to Licensor’s knowledge, threatened (in writing), adverse actions, claims, suits or proceedings against Licensor or any of its Affiliate involving the Licensed IP or the Products.
Additional Representations and Warranties of Licensor. Except as would not have a material adverse effect on the rights or interests of Licensee under this Agreement, Licensor hereby represents and warrants to Licensee as of the Effective Date that, save as disclosed in the Data Room:
Additional Representations and Warranties of Licensor. Licensor represents and warrants to Company that, as of the Effective Date:
(i) no claims have been asserted, or, to Licensor’s knowledge, threatened by any Person, nor, to Licensor’s knowledge, are there any valid grounds for any claim of any such kind (a) challenging the validity, effectiveness, or ownership of Licensed Technology, and/or (b) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any of Licensed Technology infringes or will infringe on any intellectual property right of any Person;
(ii) to the knowledge of Licensor, there is no unauthorized use, infringement or misappropriation of any of Licensed Technology by any employee or former employee of Licensor, or any other Third Party;
(iii) the Licensed Patents are subsisting and are not the subject of any litigation procedure, discovery process, interference, reissue, reexamination, opposition, appeal proceedings or any other legal dispute;
(iv) the Licensed Patents constitute all Patents Controlled by Licensor as of the Effective Date that are directly related to, or are necessary or useful for, the research, Development, manufacture, use or Commercialization of Licensed Product;
(v) the Licensed Know-How (a) constitutes all Know-How Controlled by Licensor as of the Effective Date that is reasonably necessary for the research, Development, manufacture, use or Commercialization of Licensed Product and (b) constitutes all Know-How that is, to Licensor’s knowledge, reasonably necessary for the research, Development, manufacture, use or Commercialization of Licensed Product;
(vi) it has the full right to provide the Licensed Materials to Company;
(vii) all Representatives of Licensor who have performed any activities on its behalf in connection with research regarding Licensed Product have assigned to Licensor in all material respects their rights in any intellectual property made, discovered or developed by them as a result of such research, and no Third Party has any rights to any such intellectual property;
(viii) Licensor has the right, power and authority to grant to Company the rights granted to Company hereunder, including, but not limited to, with respect to the Existing Third-Party Agreements. In particular, the grant of such sublicense requires no consent, waiver or other action by any party to the Existing Third-Party Agreements and the rights and obligations of Company set forth in this Ag...
Additional Representations and Warranties of Licensor. Licensor further represents and warrants to Licensee, as of the Effective Date as follows:
11.2.1. Licensor or one of its Affiliates Controls the Licensed Patents listed in Schedule 1.69 and the Licensed Know-How described in Schedule 1.68. Other than Patents or Information in-licensed under the In-licensing Agreements, there exists no Patent or Information that is owned or in-licensed by Licensor or any of its Affiliates that is necessary or reasonably useful for the Development, Manufacture or Commercialization of the Licensed Compound or Licensed Product in the Field in the Territory that is not Controlled by Licensor or such Affiliate;
11.2.2. Schedule 1.69 sets forth a complete and accurate list of all Licensed Patents in the Territory;
11.2.3. Licensor has the right to grant to Licensee the licenses under the Licensed Technology in Section 7.1 and has not granted to any Third Party any license or other right with respect to Licensed Compounds, Licensed Products or Licensed Technology that conflicts with the licenses granted to Licensee hereunder;
00.0.0. xx Licensor’s knowledge, the Development of the Licensed Products in the Territory prior to the Effective Date did not infringe any valid claims of Patents owned or possessed by any Third Party and did not breach any obligation of confidentiality or non-use owed by Licensor or its Affiliates to a Third Party with respect to Information related to the Licensed Products;
00.0.0. xx Licensor’s knowledge, Licensor has provided to Licensee all material pre-clinical data and clinical data relating to Licensed Products that has been requested by Licensee; and
11.2.6. Licensor has received no written notice that a claim or action has been brought against Licensor, and Licensor has not received any written claim or demand as of the Effective Date alleging (a) that the Licensed Patents are invalid or unenforceable or (b) that the use of the Licensed Patents by Licensor in the Territory infringes or misappropriates the intellectual property rights of any Third Party. Licensor has received no written notice that an interference, opposition, cancellation or other protest proceeding has been filed against a Licensed Patent owned by Licensor.
Additional Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as of the Effective Date as follows:
Additional Representations and Warranties of Licensor. Licensor hereby represents, warrants, and covenants (as applicable) to Licensee that as of the Effective Date:
(a) [***];
(b) Licensor has not granted, and will not grant during the Term, any license or right in the Licensed Technology that are inconsistent with the licenses and rights granted to Licensee under this Agreement;
(c) Licensor and its Affiliates have not received any written notice from any Third Party asserting or alleging that the research, Development, or manufacture of the Compound or Product infringed or misappropriated the intellectual property rights of such Third Party;
(d) [***];
(e) there are no pending or, to the knowledge of Licensor and its Affiliates, alleged or threatened, adverse actions, suits, proceedings, or claims against Licensor or its Affiliates involving the Licensed Technology, Compound, or Product;
(f) Licensor and its Affiliates are not aware of any infringement or misappropriation of any Licensed Technology by any Third Party;
(g) Exhibit B includes all Patent Rights Controlled by Licensor and its Affiliates as of the Effective Date that claim or cover the Compound or Product (including composition of matter and methods of making and using the Compound and Product) as they exist as of the Effective Date;
(h) there is no pending or, or to the knowledge of Licensor and its Affiliates, alleged or threatened, re-examination, opposition, interference, or litigation, or any written communication alleging that any Licensed Patent is invalid or unenforceable anywhere in the world;
(i) all application, registration, maintenance, and renewal fees in respect of the Licensed Patents have been paid and all necessary documents and certificates for the purpose of maintaining the Licensed Patents have been filed with the applicable Government Authority, except as would not have an adverse effect;
(j) Licensor and its Affiliates (including their contractors) have complied with all applicable Laws in connection with the Development of the Compound and Product, except as would not have an adverse effect, and have not used any employee, consultant, or contractor who has been debarred by any Regulatory Authority, or to its knowledge, is the subject of a debarment proceeding by any Regulatory Authority; and
(k) Licensor has provided Licensee with complete and accurate copies of all INDs held by Licensor for the Product;
(l) all Regulatory Materials filed by Licensor with respect to the Product were, at the time of filing, true, complete ...
Additional Representations and Warranties of Licensor. Licensor represents and warrants to Company that, as of the Effective Date:
(a) to Licensor’s knowledge, no claims have been asserted or threatened by any Person (a) challenging the validity, effectiveness, or ownership of Licensed Technology, and/or (b) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any of Licensed Technology infringes or will infringe on any intellectual property right of any Person. No such claims have been asserted or, to the knowledge of Licensor, are threatened;
(b) to the knowledge of Licensor, there is no unauthorized use, infringement or misappropriation of any of Licensed Technology or Regulatory Documents by any employee or former employee of Licensor, or any other Third Party;
(c) the Licensed Patents constitute all Patent Rights owned or Controlled by Licensor that are necessary to manufacture, use or Commercialize the Compound and Product; and
(d) Licensor has not employed or otherwise used in any capacity the services of any Person debarred under United States law, including under Section 21 USC 335a or any foreign equivalent thereof, with respect to the Compound or Product.
