Common use of By Corixa Clause in Contracts

By Corixa. Corixa warrants and represents to Introgen that: (a) it has and will maintain the full right and authority to enter into this Agreement and grant the rights and licenses granted herein, subject to the provisions of the Columbia Agreement; (b) it has not previously granted and will not grant any rights or licenses in conflict with the rights and licenses granted herein; (c) to its knowledge, no action, suit or claim has been initiated or threatened with respect to the Licensed Technology that would call into question Corixa’s right to enter into and perform its obligations under this Agreement; (d) Corixa has provided to Introgen true, correct and complete copies of the Columbia Agreement, except for the redaction of financial terms that do not affect Introgen’s rights or obligations hereunder; (e) the Columbia Agreement is in full force and effect as of the Effective Date and grants to Corixa the right and power to grant the rights and licenses granted to Introgen herein, subject to Introgen’s obligation pursuant to Section 10.1 to comply with all applicable terms and conditions of the Columbia Agreement; (f) to Corixa’s knowledge, neither Corixa, nor Columbia is in breach of any provision of the Columbia Agreement, and Corixa has neither given to, nor received from, Columbia notice of any such breach and there is no dispute pending that relates to the Columbia Agreement; (g) as of the Effective Date, except for those patents and patent applications set forth on Exhibit 1.9 (including any foreign counterparts of such patent applications and patents and all divisions, continuations, continuations-in-part, patents of addition, substitutions, registrations, reissues, reexaminations or extensions of any kind with respect to any of the foregoing), neither Corixa nor any of its Affiliates control any patent or patent application claiming or disclosing inventions relating to the Licensed Gene or the Gene Products or that would reasonably be expected to cover the commercialization of a product within the Field incorporating the Licensed Gene; and (h) to Corixa’s knowledge as of the Effective Date, except as set forth on Exhibit 10.2 attached hereto, the practice of the Licensed Patents within the Field will not infringe any intellectual property right of a third party, and Exhibit 10.2 lists all patents and patent applications of which, as of the Effective Date, Corixa is aware that Corixa expects to have a direct material adverse effect on Introgen’s ability to commercialize a product within the Field incorporating the Licensed Gene; and (i) as of the Effective Date, Corixa is not aware of any reason that would reasonably be expected to preclude the issuance as a valid patent the pending claims of patent applications within the Licensed Patents, or that would reasonably be expected to render invalid or unenforceable any claims of an issued patent within the Licensed Patents.

By Corixa. Corixa warrants and represents to Introgen that: (a) it has and will maintain the full right and authority to enter into this Agreement and grant the rights and licenses granted herein, subject to the provisions of the Columbia Agreement; (b) it has not previously granted and will not grant any rights or licenses in conflict with the rights and licenses granted herein; (c) to its knowledge, no action, suit or claim has been initiated or threatened with respect to the Licensed Technology that would call into question Corixa’s 's right to enter into and perform its obligations under this Agreement; (d) Corixa has provided to Introgen true, correct and complete copies of the Columbia Agreement, except for the redaction of financial terms that do not affect Introgen’s 's rights or obligations hereunder; (e) the Columbia Agreement is in full force and effect as of the Effective Date and grants to Corixa the right and power to grant the rights and licenses granted to Introgen herein, subject to Introgen’s 's obligation pursuant to Section 10.1 to comply with all applicable terms and conditions of the Columbia Agreement; (f) to Corixa’s 's knowledge, neither Corixa, nor Columbia is in breach of any provision of the Columbia Agreement, and Corixa has neither given to, nor received from, Columbia notice of any such breach and there is no dispute pending that relates to the Columbia Agreement; (g) as of the Effective Date, except for those patents and patent applications set forth on Exhibit 1.9 (including any foreign counterparts of such patent applications and patents and all divisions, continuations, continuations-in-part, patents of addition, substitutions, registrations, reissues, reexaminations or extensions of any kind with respect to any of the foregoing), neither Corixa nor any of its Affiliates control any patent or patent application claiming or disclosing inventions relating to the Licensed Gene or the Gene Products or that would reasonably be expected to cover the commercialization of a product within the Field incorporating the Licensed Gene; and (h) to Corixa’s 's knowledge as of the Effective Date, except as set forth on Exhibit 10.2 attached hereto, the practice of the Licensed Patents within the Field will not infringe any intellectual property right of a third party, and Exhibit 10.2 lists all patents and patent applications of which, as of the Effective Date, Corixa is aware that Corixa expects to have a direct material adverse effect on Introgen’s 's ability to commercialize a product within the Field incorporating the Licensed Gene; and (i) as of the Effective Date, Corixa is not aware of any reason that would reasonably be expected to preclude the issuance as a valid patent the pending claims of patent applications within the Licensed Patents, or that would reasonably be expected to render invalid or unenforceable any claims of an issued patent within the Licensed Patents.