Additional Vividion Representations Clause Samples
The "Additional Vividion Representations" clause sets out extra assurances or statements made by Vividion regarding its products, services, or obligations under the agreement. Typically, this clause details specific facts or conditions that Vividion affirms to be true, such as compliance with laws, ownership of intellectual property, or the absence of undisclosed liabilities. By including these additional representations, the clause helps to clarify Vividion’s responsibilities and reduce the risk of misunderstandings or disputes about the accuracy of key information provided by Vividion.
Additional Vividion Representations. Vividion represents, warrants and covenants to Celgene, as of the Effective Date, as follows:
9.2.1 Vividion possesses sufficient rights, authorizations and consents necessary to grant all rights and licenses it purports to grant to Celgene with respect to the Vividion Intellectual Property under this Agreement.
9.2.2 Vividion has not used, and during the Term will not knowingly use, any Know-How in a Program conducted by Vividion that is encumbered by any contractual right of or obligation to a Third Party that conflicts or interferes with any of the rights or licenses granted or to be granted to Celgene hereunder or under any Development & Commercialization Agreement.
9.2.3 Vividion has not granted, and during the Term Vividion will not grant, any right or license to any Third Party relating to any of the intellectual property rights it Controls, that conflicts with or limits the scope of the rights or licenses granted or to be granted to Celgene hereunder or under any Development & Commercialization Agreement.
9.2.4 There are no claims, litigations, suits, actions, disputes, arbitrations, or legal, administrative or other proceedings or governmental investigations pending or, to Vividion’s knowledge, threatened against Vividion, nor is Vividion a party to any judgment or settlement, which would be reasonably expected to adversely affect or restrict the ability of Vividion to consummate the transactions contemplated under this Agreement and to perform its obligations under this Agreement, or which would affect the Vividion Intellectual Property, or Vividion’s Control thereof, or any Program Target or Program Compound.
9.2.5 To Vividion’s knowledge, the practice of the Vividion Intellectual Property as contemplated under this Agreement does not (a) infringe any claims of any Patents of any Third Party or (b) misappropriate any Know-How of any Third Party.
9.2.6 None of (a) the Vividion Patents owned by Vividion or both Controlled by and Prosecuted by Vividion and (b) to Vividion’s knowledge, the Vividion Patents Controlled but not Prosecuted by Vividion are subject to any pending re-examination, opposition, interference or litigation proceedings.
9.2.7 There is no agreement with any Third Party to which Vividion or any of its Affiliates is a party pursuant to which Vividion Controls any Vividion Patent that is necessary or, to Vividion’s reasonable belief as of the Effective Date, reasonably useful to Develop, Manufacture or Commercialize any Program Comp...
Additional Vividion Representations. Vividion represents, warrants and covenants to Celgene, as of the Execution Date, as follows: [Note: The representations and warranties marked by an asterisk (*) below may be qualified by Vividion with a schedule of exceptions prior to the Execution Date]