Cerecor’s Representations Clause Samples

Cerecor’s Representations. Cerecor hereby represents, warrants and covenants to Licensee that as of the Effective Date: (a) To Cerecor’s knowledge, Schedule 1.12 accurately identifies all patents and patent applications claiming compositions of matter owned or controlled by Cerecor as of the Effective Date that in absence of a license, would prevent Licensee to further research, Develop, Manufacture, use and/or Commercialize Licensed Compounds; (b) To Cerecor’s knowledge, either Cerecor or Merck is the sole owner of the entire right, title and interest in and to all patents, patent applications and other intellectual property rights within the Cerecor Patent Rights and Cerecor Know-How. To Cerecor’s knowledge, Merck has the full and legal right and authority to license to Cerecor the Merck Patent Rights and Merck Know-How, and Cerecor has the full and legal right and authority to license or sublicense to Licensee the Cerecor Patent Rights and Cerecor Know-How, and to Cerecor’s knowledge, (i) neither Cerecor nor Merck has previously transferred, assigned, conveyed or otherwise encumbered its right, title and interest in and to the Licensed Compound or Licensed Product to any Third Party, and (ii) no Third Party has any license, option or other rights or interest in or to the Cerecor Patent Rights and Cerecor Know-How or any part thereof, in each case with respect to any Licensed Compound or Licensed Product. To Cerecor’s knowledge, neither Merck nor Cerecor has received, nor is Cerecor aware of, any claims or allegations that a Third Party has any right or interest in or to any patent or patent application in the Cerecor Patent Rights or in or to the Cerecor Know-How with respect to any Licensed Compound or Licensed Product or any claims or allegations by a Third Party that any patents or patent applications within the Cerecor Patent Rights are invalid or unenforceable [***]; (c) To Cerecor’s knowledge, no intellectual property rights of any Third Party were infringed or misappropriated during the creation of the Cerecor Patent Rights or Cerecor Know-How; (d) To Cerecor’s knowledge, all issued patents within the Cerecor Patent Rights are in good standing with the applicable patent office and all maintenance fees have been timely paid; and (e) To Cerecor’s knowledge, Cerecor has provided Licensee with all relevant information reasonably required for Licensee to properly evaluate and conduct due diligence on the Cerecor Patent Rights, including all information in Cerecor’s possession o...