Additional Representations and Warranties of Licensor Sample Clauses
Additional Representations and Warranties of Licensor. Licensor further represents and warrants to AbbVie, as of the Effective Date, and as applicable under Sections 9.2.4, 9.2.10, 9.2.12, 9.2.14 and 9.2.15, covenants, as follows:
9.2.1 All Licensor Patents existing as of the Effective Date that claim or cover any Licensed Compounds or Licensed Products or the Exploitation thereof are listed on Schedule 9.2.1 (the “Existing Patents”). All Existing Patents existing as of the Effective Date are subsisting and are to Licensor’s Knowledge not invalid or unenforceable, in whole or in part, are being diligently prosecuted in the respective patent offices in the Territory in accordance with Applicable Law, and have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment.
9.2.2 There are no claims, judgments, or settlements against, or amounts with respect thereto, relating to the Existing 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 Patents are invalid or unenforceable. To Licensor’s Knowledge, the Development and Commercialization of the Licensed Compound and Licensed Products as contemplated herein, does 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 Patents or the Licensor Know-How.
9.2.3 Licensor is the sole and exclusive owner of the entire right, title and interest in the Existing Patents and the Licensor Program Know-How free of any encumbrance, lien, or claim of ownership by any Third Party. Licensor is entitled to grant the licenses specified herein. To Licensor’s Knowledge, there is no Information Controlled by Licensor or its Affiliates as of the Effective Date that relates to the Licensed Compound that is not within the Licensor Know-How. Licensor has the right to use all Information and Patents reasonably necessary for the Development and Manufacture of Licensed Compounds as contemplated herein for the conduct of its activities and such Patents are not subject to any license or agreement to which Licensor or any of its Affiliates is a party that would restrict AbbVie’s ability to Exploit a Licensed Compound or Licensed Product (other than with respect to...
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 Licensee as of the Effective Date as follows:
Additional Representations and Warranties of Licensor. Licensor represents and warrants to Licensee, as of the Effective Date, as follows:
(a) it has the full right and power to grant the license to Licensee as set forth in this Agreement;
(b) Neither Licensor nor any of its Affiliates or its or their respective licensees or sublicensees will employ or use the services of any Person who is debarred or disqualified under any Applicable Laws, in connection with activities relating to any Licensed Product; and in the event that Licensor becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to Licensor or any of its Affiliates or its or their respective licensees or sublicensees with respect to any activities relating to any Licensed Product, Licensor will immediately notify Licensee in writing and Licensor will cease, or cause its Affiliates or its or their respective sublicensee to cease (as applicable), employing, contracting with, or retaining any such Person to perform any services relating to any Licensed Product;
(c) The Licensed Molecule, as well as the Licensed Technology, are classified as EAR99 under U.S. Export Administration Regulations (“EAR”) and do not require license for export to any countries or territories included in the Territory under the EAR.
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. Licensor further represents and warrants to Licensee that: (i) he owns all right, title and interest in and to all Covered Technology and the Licensed Patents; (ii) he has the full right to grant the rights and licenses granted hereunder; (iii) there are no agreements, assignments, or encumbrances inconsistent with the provisions of this Agreement or which would prevent him from carrying out the terms of this Agreement, including any license grants (whether or not exclusive) under the Licensed Patents or Covered Technology in the Field of Use; (iv) as of the date hereof, he does not have any right, title or interest in and to any patents or patent applications relating to the Covered Technology, other than the issued patents and patent applications listed on Exhibit B; and (v) all of the issued patents listed on Exhibit A are in full force and effect, there are no challenges by any person or entity to the validity of the issued patents listed on Exhibit A, he is not aware of any prior art which would render invalid any of the issued patents listed on Exhibit A, and none of the issued patents listed on Exhibit A is involved in an interference action.
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:
8.2.1. Licensor or one of its Affiliates Controls the Licensor Patents and Licensor Know-How and has the right to grant the licenses specified herein.
8.2.2. To Licensor’s best knowledge, Licensor has not received any written claim or demand alleging that the Licensor Patents are invalid or unenforceable or that the Licensor Know-How has been misappropriated.
8.2.3. To Licensor’s best knowledge, Licensor has not received any written notice of any pending or threatened action, suit, proceeding or claim by any Third Party asserting or alleging that Exploitation of the Licensed Compound by Licensor is infringing or has infringed, or otherwise is violating or has violated, any patents, trade secret or other proprietary right of any Third Party..
8.2.4. Licensor will not grant during the Term, rights to any Third Party under the Licensor Patents or Licensor Know-How that conflict with the rights granted to Licensee hereunder.
8.2.5. [omitted].
8.2.6. Licensor, and to Licensor’s knowledge, each counterparty thereto, is not in breach or default in the performance of its obligations under any of the Existing Third Party Agreements in a manner that would adversely affect Licensee’s rights hereunder. Licensor has not received any notice from any Third Party of any breach, default or non-compliance of Licensor under the terms of any of the Existing Third Party Agreements that would adversely affect Licensee’s rights hereunder.
8.2.7. the Licensor Patents set forth in Schedule 1.61 constitute all Patents that have not been abandoned or expired and that are Controlled by Licensor that, in Licensor’s reasonable determination, are necessary for, the Development, Manufacture, or Commercialization of the Licensed Compound.
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 Technology and Combination Therapy Patent to grant the licenses to Licensee as purported to be granted pursuant to this