Common use of By NEKTAR AL Clause in Contracts

By NEKTAR AL. NEKTAR AL represents and warrants that: (a) to the best of its knowledge as of the EFFECTIVE DATE it is not in breach of the CROSS-LICENSE AGREEMENT and will comply with all relevant terms thereof, (b) it will not voluntarily terminate, the CROSS-LICENSE AGREEMENT, and the sublicense granted to COMPANY under Section 2.2 will not terminate for any reason other than a termination of the CROSS-LICENSE AGREEMENT by ENZON by reason of a breach thereof by NEKTAR AL (or a termination of this AGREEMENT as described in Section 15 below); (c) it has the right to grant to COMPANY a sublicense under the ENZON PATENTS, and the PATENTS and PATENT APPLICATIONS listed in Schedule VII, to develop, make, have made, use, sell, offer for sale or import the SELECTED PRODUCT; (d) to the best of its knowledge as of the EFFECTIVE DATE there are no PATENTS or PATENT APPLICATIONS owned or CONTROLLED by NEKTAR AL or its AFFILIATES, other than the PATENTS and PATENT APPLICATIONS listed in Schedule VI, that cover the composition, manufacture, sale, import or use of SELECTED REAGENT or SELECTED PRODUCT; and (e) it will not enter into any agreement with a THIRD PARTY or any other person or entity or take other actions that would limit COMPANY’S rights or license under this AGREEMENT with respect to the PATENTS and PATENT APPLICATIONS listed in Schedule VI or the ENZON PATENTS. NEKTAR AL further represents and warrants that: (i) NEKTAR AL CONTROLS, and NEKTAR AL and/or NEKTAR AL’S AFFILIATES shall continue during the TERM to CONTROL, all intellectual property rights necessary for the purposes contemplated under this AGREEMENT (including, without limitation, the NEKTAR AL LICENSED TECHNOLOGY); and (ii) as of the date of the closing of the merger of NEKTAR AL (formerly known as Shearwater Corporation) with inhale Therapeutic Systems, Inc., all of the NEKTAR AL LICENSED TECHNOLOGY that existed on the date of such closing remained and remains CONTROLLED by NEKTAR AL. Moreover, if, during the TERM, NEKTAR AL assigns to an AFFILIATE any of the NEKTAR AL LICENSED TECHNOLOGY that is subject to the license grant provided for in Section 2.1 of this AGREEMENT, then COMPANY’S license under such NEKTAR AL LICENSED TECHNOLOGY shall follow such assignment and COMPANY’S license under such NEKTAR AL LICENSED TECHNOLOGY will not, as a result of such assignment, be diminished or impaired.

By NEKTAR AL. NEKTAR AL represents and warrants that: that (a) to the best of its knowledge without a duty to investigate, as of the EFFECTIVE DATE it is not in breach of the CROSS-LICENSE AGREEMENT and (b) it will comply with all relevant terms thereofof, (b) it and will not voluntarily terminate, the CROSS-LICENSE AGREEMENT, and the sublicense granted to COMPANY under Section 2.2 will not terminate for any reason other than a termination of the CROSS-LICENSE AGREEMENT by ENZON by reason of a breach thereof by NEKTAR AL (or a termination of this AGREEMENT as described in Section 15 below); (c) it has the right to grant to COMPANY a sublicense under the ENZON LICENSED PATENTS, and the PATENTS and PATENT APPLICATIONS listed in Schedule VIIVI, to develop, make, have made, use, sell, offer for sale or import the SELECTED PRODUCT; (d) to the best of its knowledge without a duty to investigate, as of the EFFECTIVE DATE there are no PATENTS or PATENT APPLICATIONS owned or CONTROLLED by in which NEKTAR AL or its AFFILIATESAFFILIATES have rights, other than the PATENTS and NEKTAR AL PATENT APPLICATIONS listed in Schedule VIRIGHTS, that cover would be required to develop, make, have made, use, sell, offer for sale or import the composition, manufacture, sale, import or use of SELECTED REAGENT or SELECTED PRODUCT; and (e) it will not enter into any agreement with a THIRD PARTY or any other person or entity or take other actions that would limit COMPANY’S 'S rights or license under this AGREEMENT with respect to the PATENTS and PATENT APPLICATIONS listed in Schedule VI or the ENZON LICENSED PATENTS; and (f) to the best of NEKTAR AL'S knowledge without a duty to investigate, as of the EFFECTIVE DATE, [*] would not necessarily infringe, or cause the infringement of, any PATENTS of a THIRD PARTY. NEKTAR AL further represents and warrants thatthat to the best of its knowledge as of the EFFECTIVE DATE: (i) NEKTAR AL CONTROLS, and NEKTAR AL and/or (subject to Section 10.1.2(ii), NEKTAR AL’S AFFILIATES 'S AFFILIATES) shall continue during the TERM to CONTROL, CONTROL all intellectual property rights necessary for the purposes contemplated under this AGREEMENT (including, without limitation, the LICENSED NEKTAR AL LICENSED TECHNOLOGY); and (ii) as of the date of the closing of the merger of NEKTAR AL (formerly known as Shearwater Corporation) with inhale Inhale Therapeutic Systems, Inc., all of the LICENSED NEKTAR AL LICENSED TECHNOLOGY that existed on the date of such closing closing, remained and remains CONTROLLED by NEKTAR AL. Moreover, if, if during the TERM, NEKTAR AL assigns to an AFFILIATE AFFILIATE, any of the LICENSED NEKTAR AL LICENSED TECHNOLOGY that is subject to the license grant provided for in Section 2.1 of this AGREEMENT, then COMPANY’S 'S license under such LICENSED NEKTAR AL LICENSED TECHNOLOGY shall follow such assignment and COMPANY’S 'S license under such LICENSED NEKTAR AL LICENSED TECHNOLOGY will not, as a result of such assignment, be diminished or impaired. If during the TERM, an AFFILIATE acquires or controls any PATENTS that would be required for the development, manufacture, use, sale or importation of the SELECTED PRODUCT, such PATENTS shall be deemed to be included within the LICENSED NEKTAR AL TECHNOLOGY.