Intellectual Property Representations. SMI hereby represents and warrants to, and covenants with, CryoLife as follows:
8.1.1 SMI, and only SMI, owns or holds valid and enforceable rights to exclusively Manufacture, Distribute, use or license (to the extent a license is required) any and all Intellectual Property that is necessary (i) to Manufacture and Distribute the Products and the Modified Starch or to permit others to Manufacture or Distribute the Products or Modified Starch, (ii) for CryoLife to Manufacture and Distribute the Products or to use Modified Starch in the Manufacturing of Products as contemplated by this Agreement and (iii) for SMI to grant to CryoLife the rights to Manufacture and Distribute under this Agreement (such Intellectual Property rights collectively, the “SMI IP”). No license of Intellectual Property rights from Third Parties is needed for CryoLife to Manufacture or Distribute the Products for Permitted Clinical Applications within the Territory or to use Modified Starch in the Manufacture of Products.
8.1.2 SMI owns or licenses all right, title and interest in and to the SMI IP.
8.1.3 SMI has not granted any license, covenant not to xxx or other right that would be inconsistent with or conflict with the grant of the exclusive rights to Manufacture and Distribute the Products granted to CryoLife under this Agreement.
8.1.4 No Person has asserted any Claim with respect to any of the SMI IP, which Claim (i) challenges the validity of SMI’s interest in the SMI IP, (ii) alleges that SMI’s use or practice of the SMI IP infringes, misappropriates or violates the rights of any Person or (iii) seeks to enjoin or restrain SMI’s use or practice of the SMI IP in any manner that would interfere with the transactions contemplated by this Agreement. Except as disclosed on Schedule 8.1, SMI has no knowledge that any Person intends to assert such a Claim.
8.1.5 No Intellectual Property or contract rights of others will be infringed by (i) the development, Manufacturing or Distribution of Modified Starch or the Manufacture or Distribution of Products by CryoLife as contemplated by this Agreement, (ii) the entering into of this Agreement, or (iii) the performance of this Agreement by either Party.
8.1.6 Prior to and during the Term, SMI has not granted any Person any license or right of first refusal that conflicts with the rights granted to CryoLife hereunder or the right to purchase all or substantially all of SMI or its business or the assets constituting the Products.
8.1.7 SMI ow...
Intellectual Property Representations. SMI hereby reconfirms its representations, warranties, and covenants contained in Section 10 (Intellectual Property Rights) of the Amended Agreement subject to the following qualification: SMI has granted to CPL, consistent with the authority recognized in Section 1 of this First Amendment, a limited license to manufacture Products for use in Permitted Clinical Applications for sale only to CryoLife for resale in Territory.
Intellectual Property Representations. Each Party represents and warrants that to the best of its knowledge, it owns or controls its respective Intellectual Property and that it has the right to grant the licenses granted under this Agreement. Buyer further represents and warrants that it has no knowledge that the making, using or manufacturing, of the Products herein infringes the patent of any third party. Notwithstanding the above, each Party disclaims any warranty of validity or enforceability of any patents provided or used herein. The representations and warranties in Section 5 of the License and Technical Assistance Agreement are hereby restated as of today’s date and incorporated by reference herein, as to Seller’s current processes, as used for the making, using, manufacturing or having manufactured of the MEMS COMPONENTS (as defined in such License Agreement) manufactured under this Agreement in the [*] (as defined in such License Agreement).
Intellectual Property Representations. NAI and each NAI Subsidiary has valid, legal rights to use, all trademarks, trademark applications, service marks, trade names, copyrights, licenses and rights, whether or not registered (collectively, the "Intellectual Property Rights"), which are necessary to, or used in, their respective businesses. Neither NAI nor any NAI Subsidiary is a defendant in any claim, suit, action or proceeding relating to their respective businesses which involves a claim of infringement of any trademarks or service marks. Neither the Sellers nor NAI has any knowledge of any existing infringement by another person of any of the Intellectual Property Rights belonging to NAI or any NAI Subsidiary. Neither the Sellers nor NAI has received notice of the infringement by NAI or any NAI Subsidiary of any infringement of any Intellectual Property Rights of a third party. Set forth on Schedule 2.23 is a true, complete and correct list of all Intellectual Property Rights of NAI or any NAI Subsidiary.
Intellectual Property Representations. Each party represents and warrants that any intellectual property given to or used by the other party, as the case may be, for use in the Project is free from any liens, claims, charges and encumbrances, and is wholly owned by it, or licensed thereby, or such intellectual property is in the public domain or otherwise does not require permission for use and such intellectual property does not and will not infringe upon the copyright, trademark, patent or any other intellectual property right of any other person or entity. Upon request by ECODELOGICAL, CLIENT agrees to provide proof of trademark, copyright or letter of assignment granting rights for the use of provided material for the provision of the Services. Notwithstanding the foregoing, neither party shall be responsible for any software code copied or utilized by third parties without the permission of ECODELOGICAL or CLIENT.
Intellectual Property Representations. (a) ReN represents and warrants as follows:
(i) to ReN’s knowledge as of the Effective Date, the patents/patent applications listed in Schedule 1.28 are subsisting and no challenge has been taken to them by any Third Party;
(ii) ReN owns or Controls the ReN Patents;
(iii) Schedule 1.28 is, as of the Effective Date, a complete and accurate list of all patents and patent applications that ReN owns or Controls which cover or claim the right to manufacture, use or sell an SCI Product within the SCI Field;
(iv) to ReN’s knowledge as of the Effective Date, there are no Third Party patents or patent applications that present a freedom to operate barrier to compositions of c-MycER Cells or nucleic acid components used to generate compositions of c-MycER Cells, or to the use of C-MycER Cells in the SCI Field; and
(v) no in-license from a Third Party in existence as of the Effective Date under which Patent Rights are sub-licensed by ReN to SCI hereunder contains a restriction or limitation on SCI’s ability to exercise the full scope of the rights granted to it hereunder.
(b) SCI represents and warrants as follows:
(i) to SCI’s knowledge as of the Effective Date, the patents/patent applications listed in Schedule 1.34 are subsisting and no challenge has been taken to them by a Third Party;
(ii) SCI owns or Controls the SCI Patents;
(iii) Schedule 1.34 is, as of the Effective Date, a complete and accurate list of all patents and patent applications that SCI owns or Controls which cover or claim the right to manufacture, use or sell a product or compound of any sort within the ReN Transplantation Field or the ReN Discovery Field;
(iv) to SCI’s knowledge as of the Effective Date, there are no Third Party patents or patent applications that that present a freedom to operate barrier to compositions of neural stem cells; and
(v) no in-licenses from a Third Party in existence as of the Effective Date under which Patent Rights are sub-licensed by SCI to ReN hereunder contains a restriction or limitation on ReN’s ability to exercise the full scope of its rights hereunder. Except as otherwise expressly set forth in Sections 7.01 through 7.02, above, or as otherwise stated in this Agreement, ReN and SCI make no representations and extend no warranties of any kind in relation to the matters addressed under this Agreement. ReN and SCI expressly disclaim any representations and extend no warranties of any kind in relation to whether or not the practice, as licensed under this Agre...
Intellectual Property Representations. “Intellectual Property Representations” shall mean the representations and warranties set forth in Section 2.9 (as modified by the Disclosure Schedule).
Intellectual Property Representations. Supplier hereby represents and warrants to VGCA that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to VGCA) the Goods and Services (including software, microcode, and other intellectual property of any sort) provided to VGCA under the Order. VGCA hereby represents and warrants to Supplier that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to Supplier) all materials furnished by VGCA to Supplier and which Supplier uses in connection with its production of the Goods or the rendering of the Services including without limitation any artwork or files furnished by VGCA to Supplier.
Intellectual Property Representations. Except as set forth on the Disclosure Statement: (i) all of the Intellectual Property is valid and subsisting and enforceable against any third party; (ii) the Trademarks have all been used without material interruption by the Company or its Subsidiaries, and all Trademarks which are registered or are the subject of an application for registration are used solely as registered or applied for, as applicable; (iii) no other party has been permitted to use or granted a license to use any of the Intellectual Property of the Company or its Subsidiaries except for licenses granted to end users in the ordinary course of business; (iv) the Company or its Subsidiaries owns all right, title and interest in and to, or otherwise is entitled to use (as currently used by the Company or such Subsidiary in its business) the Intellectual Property without payment of any royalty or other fees; (v) no proceedings have been instituted or, to the knowledge of the Company or its Subsidiaries, threatened that challenge the right of the Company or its Subsidiaries to own, use or license others to use any of the Intellectual Property or to distribute Computer Programs to others; (vi) no: (A) process, method or algorithm used, practiced, performed, sold or licensed to any party; (B) product, device or apparatus made, used, produced, sold or licensed to any party; or (C) service provided by the Company or its Subsidiaries or on their behalf; nor the conduct of the Company's or its Subsidiaries respective businesses, infringe any patent, trademark, trade name, trade secret, know-how, industrial design, design patent, utility model, integrated circuit topography, mask work, copyright, moral rights, neighboring right or other industrial or intellectual property or other right owned or used by another nor is the subject of any pending or, to the knowledge of the Company or its Subsidiaries, threatened legal, administrative or regulatory proceedings or outstanding court order; (vii) neither the Company nor its Subsidiaries has a pending or, to the knowledge of the Company or its Subsidiaries, potential claim, demand or allegation charging any party with violation of its rights with respect to the Intellectual Property, Computer Programs or Technology and neither knows of such claim; (viii) there is no patent or patent application nor, to the knowledge of the Company or its Subsidiaries, investigation by any person that would adversely affect the Company's or its Subsidiaries respective bu...
Intellectual Property Representations. Seller shall deliver to Buyer such electronic and paper copies and representations of the Intellectual Property as may in the Buyer's judgment be necessary to convey the Intellectual Property to the Buyer.
