GTX PATENT WARRANTIES Sample Clauses

GTX PATENT WARRANTIES. GTX warrants and represents that, to the best of its management’s knowledge as of the Effective Date: (A) Schedule A sets forth all of the GTX Patent Rights as of the Effective Date which cover the Product for use in the Field and that it had full right and authority to grant to Orion and Orion Affiliate the rights granted to it under the Original Agreement; (B) subject to Section 2.1.4, GTX has not and will not grant to any Third Party any rights under the Orion Patent Rights or Orion Know-How inconsistent with GTX’s licenses under this Agreement, and (C) the United States Government or any agency thereof should not exercise such rights as set forth and/or referenced to in Section 2.3, if GTX’s development, registration and commercialization of the Product for use in the Field will be carried out as agreed herein and (D) (i) the GTX Patent Rights are valid, in full force, and enforceable and (ii) upon GTX’s reasonably diligent investigation, there are no existing valid and enforceable Third Party patents in the GTX Territory that might be infringed by the marketing, promotion, distribution, importation, offer for sale or sale of the Product by GTX, its Affiliates and GTX Unaffiliated Sublicensees.
Sample 1
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GTX PATENT WARRANTIES. GTX warrants and represents that [ * ] as of the Effective Date: (A) Schedule A sets forth all of the GTX Patent Rights as of the Effective Date which cover the Product for use in the Prostate Cancer Field and that it had full right and authority to grant to Orion and Orion Affiliate the rights granted to it under Section 2.4; (B) subject to Section 2.1.4, GTX has not and will not grant to any Third Party any rights under the Orion Patent Rights or Orion Know-How inconsistent with GTX's licenses under this Agreement, and (C) there are no circumstances existing that render it likely that the United States Government or any agency thereof to exercise such rights as set forth and/or referenced to in Section 2.3, if GTX's development, registration and commercialization of the Product for use in the Prostate Cancer Field will be carried out as agreed herein; and (D) (i) the GTX Patent Rights are valid, in full force, and enforceable and (ii) upon GTX's reasonably diligent investigation, there are no existing valid and enforceable Third Party patents in the GTX Territory (other than any that may be owned or controlled by Shire) that might be infringed by the marketing, promotion, distribution, importation, offer for sale or sale of the Product in the Prostate Cancer Field by GTX, its Affiliates and GTX Unaffiliated Sublicensees.
Sample 1
GTX PATENT WARRANTIES. GTX warrants and represents that, to the best of its management's knowledge as of the Effective Date: (A) Schedule A sets forth all of the GTX Patent Rights as of the Effective Date which cover the Product for use in the Field and that it had
Sample 1

Related to GTX PATENT WARRANTIES

  • Non-Infringement Warranty Seller warrants that all Goods and Services do not and shall not infringe any patent, trademark, copyright, trade secret or other intellectual property right of a third party.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Product Warranties Except as set forth in Schedule 3.15, (a) there are no warranties express or implied, written or oral, with respect to the Business and (b) there are no pending or threatened claims with respect to any such warranty, and Seller has no liability with respect to any such warranty, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. The Contractor shall defend all suits or claims for infringement of any patent rights and shall save the State harmless from loss on account thereof, except that the State shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified, but if the Contractor has reason to believe that the design, process or product specified is an infringement of a patent, The Contractor shall be responsible for such loss unless he promptly gives such information to the Architect.

  • Third Party Warranties Third-party equipment, software and peripheral products are covered by the warranties provided by the original manufacturer or the seller of the product. Third party warranties may vary from product to product. It is your responsibility to consult the applicable product documentation for specific warranty information. In addition, you acknowledge that certain third party equipment or software warranties may limit or void the remedies that they offer if unauthorized persons perform support service on the equipment or software. It is your responsibility to ensure that any impact that Verizon's delivery of Technical Support Services might have on third party warranties is acceptable to you.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

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