Additional Representations and Warranties of Licensor. Licensor represents and warrants to Coronado as of the Effective Date that:
(a) No consent by any Third Party or Governmental Body is required with respect to the execution and delivery of this Agreement by Licensor or the consummation by Licensor of the transactions contemplated hereby;
(b) The Licensor Technology is wholly-owned by Licensor, free and clear of all mortgages, pledges, charges, liens, equities, security interests, shop rights, or other encumbrances or similar agreements, or any other obligation;
(c) To Licensor’s knowledge, no claims have been asserted or threatened by any Person (i) challenging the validity, effective status, or ownership of Licensor Technology, and/or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any of Licensor Technology infringes or will infringe on any intellectual property right of any Person; and no such claims have been asserted or are threatened;
(d) To Licensor’s knowledge, the Licensor 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;
(e) Licensor and its Affiliates have taken all reasonable actions necessary or appropriate to preserve the confidentiality of all trade secrets, proprietary and other confidential information material to Licensor Technology;
(f) Neither Licensor nor any Affiliate thereof is aware of any Third Party activities which would constitute misappropriation or infringement of any Licensor Technology
(g) The Licensor Patents constitute all Patent Rights owned or Controlled by Licensor that pertain directly and particularly to the research, Development, manufacture, use and Commercialization of the Licensed Products; and
(h) To Licensor’s knowledge, no Third Party has filed, pursued or maintained or threatened in writing to file, pursue or maintain any claim, lawsuit, charge, complaint or other action alleging that any Licensor Technology is invalid or unenforceable.
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 follows as of the Effective Date:
Additional Representations and Warranties of Licensor. Licensor hereby represents and warrants to Xxxxxxx that, as of the Execution Date:
8.2.1 Licensor is the sole and exclusive owner of the Licensed Technology, free and clear of any liens, charges or encumbrances;
8.2.2 Licensor has all rights necessary to grant the licenses under the Licensed Technology that it grants to Xxxxxxx under this Agreement;
8.2.3 Licensor has not previously (i) licensed, assigned, transferred, or otherwise conveyed any right, title or interest in, to or under the Licensed Technology, or (ii) otherwise granted any rights under the Licensed Technology, in each case ((i) and (ii)), to any Third Party, in any way that would conflict with or limit the scope of the licenses and rights granted to Xxxxxxx under this Agreement;
8.2.4 the Patents listed in Schedule 1.58 include all Patents that Licensor or any of its Affiliates owns or Controls as of the Execution Date that Cover, claim or disclose (a) any Licensed Compound or Licensed Product or (b) any method of use, method of treatment or method of manufacture of any Licensed Compound or Licensed Product. Schedule 1.58 lists all Existing Licensed Patents;
8.2.5 to Licensor’s knowledge, the Existing Licensed Patents are subsisting and are, or, upon issuance, will be, valid and enforceable patents;
8.2.6 Licensor has (i) complied in all material respects with all applicable Laws, including all disclosure requirements and requirements to properly identify inventors, with respect to the Prosecution of the Existing Licensed Patents and (ii) timely paid all maintenance and annuity fees with respect to the Existing Licensed Patents;
8.2.7 Licensor has obtained assignments from the inventors of all inventorship rights relating to the Existing Licensed Patents, and all such assignments of inventorship rights are valid and enforceable;
8.2.8 to the knowledge of Licensor, there is no pending or threatened claim (i) asserting the invalidity, misuse, unregisterability, unenforceability or non-infringement of any of the Existing Licensed Patents, (ii) challenging Licensor’s Control of the Existing Licensed Patents or making any adverse claim of ownership of the Existing Licensed Patents, (iii) disputing the inventorship of any of the Existing Licensed Patents or (iv) otherwise relating to any Licensed Technology;
8.2.9 neither Licensor nor any of its Affiliates or their respective current or former employees has misappropriated any (i) Know-How that is necessary or useful for, or actually used by or o...
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 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.
Additional Representations and Warranties of Licensor. Each of Metabasis and Ligand (jointly and severally) represents and warrants to Viking that, as of the Effective Date:
(a) No consent by any Third Party or Governmental Body is required with respect to the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby;
(b) To its Knowledge, no claims have been asserted or threatened by any Person (i) challenging the validity, effective status, or ownership of Licensor Technology, and/or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale or any other exercise of rights in any of Licensor Technology infringes or will infringe on any intellectual property right of any Person; and to its Knowledge, no such claims have been asserted or are threatened;
(c) To its Knowledge, the Licensor 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;
(d) The Licensor Patents constitute all Patent Rights owned or Controlled by Licensor that are directly related to, are necessary for or are actually used in the research, Development, manufacture, use and Commercialization of the Licensed Products as currently envisioned;
(e) Licensor has not subcontracted or licensed to a Third Party the right to Develop a Competing Product;
(f) the Licensor Know-How listed on Schedule 2 hereto (as amended from time to time on or before the Effective Date) constitutes all Know-How owned or Controlled by Licensor that is directly related to, is necessary for or is actually used in the research, Development, manufacture, use and Commercialization of the Licensed Products as currently envisioned;
(g) the Licensor Materials listed on Schedule 3 hereto (as amended from time to time on or before the Effective Date) constitute each compound owned or Controlled by Licensor that is directly related to, is necessary for or is actually used in the research, Development, manufacture, use and Commercialization of the Licensed Products as currently envisioned;
(h) to its Knowledge, no Third Party has filed, pursued or maintained or threatened in writing to file, pursue or maintain any claim, lawsuit, charge, complaint or other action alleging that any Licensor Technology is invalid or unenforceable;
(i) Licensor has the full right to provide the Licensor Materials to Viking and to transfer to Viking the...
Additional Representations and Warranties of Licensor. Licensor further represents and warrants to Licensee, as of the Effective Date, and covenants, as follows:
9.2.1. Licensor is entitled to grant the licenses specified herein and has and will have the full right, power, and authority to grant all of the licenses and rights granted to Licensee under this Agreement;
Additional Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that:
10.2.1 Licensor has the right to grant to Licensee the licenses under the Licensed Technology in the Territory;
10.2.2 Licensor is not party to any agreement, whether written or oral, which is in force at the Execution Date pursuant to which Licensor has licensed to any Third Party rights under the Licensed Technology to Develop, Manufacture or Commercialize the Licensed Product in the Territory;
10.2.3 No claim or legal proceeding has been served on Licensor, or to its knowledge, threatened by any person alleging, that:
(a) the rights under the Licensed Technology are invalid or unenforceable;
(b) the Licensed Technology or its exploitation or the manufacture, sale or use of any products embodying the Licensed Technology (including the Licensed Product), violates or infringes any intellectual property right of any Third Party; or
(c) there are judgments or settlements against Licensor concerning the Licensed Technology.
Additional Representations and Warranties of Licensor. Each of Metabasis and Ligand (jointly and severally) represents and warrants to Viking that, as of the Effective Date:
