ICOS. Abbott hereby grants to ICOS a [ * ] license under the ---- Abbott Product Know How and Abbott Product Patent Rights to make, have made, use, sell, offer to sell and import [ * ]. [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.
ICOS. ICOS represents and warrants to PDL the following:
A. As of the date of this Agreement, ICOS has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ICOS. As of the date of this Agreement, neither the execution and delivery of this Agreement nor the performance of the transactions contemplated hereby, nor compliance by ICOS with the provisions hereof, shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of ICOS, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ICOS, or (iii) conflict with any obligations or agreements of ICOS to any person, contractual or otherwise;
B. The Product will have been manufactured in all material respects with the Manufacturing and Release Requirements and cGMP; [*] this [*] is [*] upon [*] giving [*] of [*] within [*] and [*] returning all [*] to [*] (at [*] cost) as soon as [*]; provided, however, that [*] may retain only [*] of the [*] that is then being used [*], and may use such [*] solely to [*], but in no event may [*] use any of the [*] for [*] after it becomes aware of [*] (and [*] shall indemnify [*] for all liabilities, costs and damages incurred by [*] resulting from [*] of this [*]). Without limitation to the foregoing [*], the parties agree that [*] may not [*] based on [*] of this [*] unless such [*] results directly in [*] being imposed on [*] by a [*] and
C. ICOS is not debarred and has not and, in providing the Services, will not knowingly use in any capacity the services of any person debarred under subsections 306(a) or (b) of the Generic Drug Enforcement Act of 1992 or any comparable law of any foreign jurisdiction, as each may be amended from time to time;
D. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 10.1, ICOS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES OR PRODUCT, EXPRESS OR IMPLIED, IN ANY MANNER AND EITHER IN FACT OR BY OPERATION OF LAW, AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR NONINFRINGEMENT. Without limiting the foregoing,...
ICOS. ICOS represents and warrants on its own behalf and on behalf of its Affiliates that: (i) it has the full right and authority to enter into this Agreement and to grant the rights and licenses herein, and (ii) to its knowledge and belief, no action, suit or claim has been initiated or threatened against ICOS with respect to its right to enter into and perform its obligations under this Agreement.
ICOS. ICOS (Integrated Carbon Observing System) is a pan-European research infrastructure for quantifying and understanding the greenhouse gas balance of the Europe and its neighbouring regions. Near real time data streams for carbon dioxide are handled through the ICOS Ocean Thematic Centre. It will receive data from a number of platforms, including instruments deployed on voluntary observing ships (VOS lines) fixed buoys, and repeat sections carried out at extended intervals. There are currently 18 VOS lines (or fixed buoys) measuring surface CO2 registered to participate in the ICOS project. The ICOS Carbon Portal is part of the ICOS XXXX (European Research Infrastructure Consortium) and offers access to research data concerning greenhouse gases and carbon cycling in oceans, ecosystems and atmosphere throughout Europe. The basic design principle of the Carbon Portal is to use linked open data, semantic web ontology, scalable and containerised services, all based on open source software.
ICOS. ICOS represents and warrants to PDL the following:
A. As of the date of this Agreement, ICOS has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of ICOS. As of the date of this Agreement, neither the execution and delivery of this Agreement nor the performance of the transactions contemplated hereby, nor compliance by ICOS with the provisions hereof, shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of ICOS, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ICOS, or (iii) conflict with any obligations or agreements of ICOS to any person, contractual or otherwise;
B. The Product will have been manufactured in all material respects with the Manufacturing and Release Requirements and cGMP; [CONFIDENTIAL TREATMENT REQUESTED] and
C. ICOS is not debarred and has not and, in providing the Services, will not knowingly use in any capacity the services of any person debarred under subsections 306(a) or (b) of the Generic Drug Enforcement Act of 1992 or any comparable law of any foreign jurisdiction, as each may be amended from time to time;
D. EXCEPT AS EXPRESSLY WARRANTED IN THIS SECTION 10.1, ICOS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES OR PRODUCT, EXPRESS OR IMPLIED, IN ANY MANNER AND EITHER IN FACT OR BY OPERATION OF LAW, AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR NONINFRINGEMENT. Without limiting the foregoing, PDL acknowledges that it has not and is not relying upon any implied warranty of any kind or upon any representation or warranty whatsoever by ICOS as to the commercial exploitability of the Product, the prospects (financial, regulatory or otherwise) or likelihood of commercial success of the Product after the date of this Agreement, or the need for third party licenses to commercialize the Product.
