Common use of By Sublicensor Clause in Contracts

By Sublicensor. Sublicensor represents and warrants to Sublicensee and Licensor that: (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the License Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Sublicensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it has the full right and authority to grant the Technology Sublicense to Sublicensee; (h) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of this Agreement; (i) Sublicensor has not received any notice alleging its noncompliance with any Applicable Law with respect to its license of the Patents, Know-How, Technology, or Licensed Property; (j) Sublicensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Sublicensor, no third party is infringing or misappropriating any such rights.

By Sublicensor. Sublicensor represents and warrants to Sublicensee and Licensor thatas follows: (a) it that Sublicensor has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it that Sublicensor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) that this Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) that the Master License Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) that all necessary limited liability company corporate or corporate other required action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Sublicensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) that the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it that Sublicensor has a valid license of the Licensed Science under the Master License Agreement; (h) that Sublicensor has the full right and authority to grant the Technology Sublicense sublicense the Licensed Science under this Agreement to the Sublicensee; (hi) that there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of this Agreement; (ij) that to the Sublicensor’s knowledge, none of the Patents have been invalidated either wholly or partly by a tribunal or court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and to the knowledge of Sublicensor there are no proceedings attempting to do so; (k) that neither the Patents nor the, Licensed Science or Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (l) that Sublicensor has not received any notice alleging its noncompliance with any Applicable Law with respect to its license of the Patents, Know-How, TechnologyLicensed Science, or Licensed PropertyProducts; (jm) that Sublicensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents Patents, Licensed Science, and/or Know-How and, to the knowledge of Sublicensor, no third party is infringing or misappropriating any such rights; and (n) that the Patents, Licensed Science, and Know-How, along with know-how generally available in the Field, are all the intellectual property rights necessary for the manufacture of the Licensed Products.

By Sublicensor. Sublicensor represents and warrants to Sublicensee and Licensor that: (a) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the Patent and Technology License Agreement constitutes the legal, valid and binding obligation of Sublicensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Sublicensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it has the full right and authority to grant the Technology Licensed Science Sublicense to Sublicensee; (h) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of this Agreement; (i) Sublicensor has not received any notice alleging its noncompliance with any Applicable Law with respect to its license of the Patents, Know-How, TechnologyLicensed Science, or Licensed PropertyProducts; (j) Sublicensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents Patents, Licensed Science and/or Know-How and, to the knowledge of Sublicensor, no third party is infringing or misappropriating any such rights.