Intellectual Property Representations and Warranties. The Parties acknowledge that none of the Parties makes any representation or warranty with respect of the following: (a) whether any third party may have any right or interest in any Intellectual Property arising out the Research Program; (b) whether any Invention will be covered by any patent applications or issued patent, or by any division, continuation, reissue, reexamination or extension associated therewith. The Parties further acknowledge that it may be necessary to reach agreements with third parties in order to permit the use and exploitation of the results of the Research Program and of any Intellectual Property arising therefrom. The Parties acknowledge that the Principal Investigator, as a research specialist, has other sources of research grants and conducts independent, concurrent research in the area of the Research Program and that this independent, concurrent research may give rise to Intellectual Property to which Sponsor shall have no rights.
Intellectual Property Representations and Warranties. Except as set forth in Schedule 8.3:
Intellectual Property Representations and Warranties. (a) AeroGen represents and warrants that to the best of its knowledge and belief the manufacture, use, sale, offer for sale or importation of the Product will not infringe any valid and enforceable claim of any third party patent.
Intellectual Property Representations and Warranties. (a) Schedule III contains a complete and accurate listing as of the Closing Date (or, if later, as of the date any Grantor becomes party hereto) of all United States and material state and foreign registered Intellectual Property of the Grantors, including but not limited to (i) United States, state and foreign trademark registrations and applications for trademark registration, (ii) United States, state and foreign patents and patents applications, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof, (iii) United States, state and foreign copyright registrations and applications for registration, (iv) industrial design registrations and industrial design applications, (v) domain names, (vi) all forms of Intellectual Property described in clauses (i)-(iii) above that are owned by a third party and licensed to any Grantor or otherwise used by any Grantor under contract and (vii) the names of any Person that has been granted rights in respect thereof outside of the ordinary course of business.
Intellectual Property Representations and Warranties. Supplier hereby represents and warrants to ScanSource that Supplier is the sole and exclusive owner or valid licensee, and/or authorized user of all right, title and interest in and to the Products provided by Supplier hereunder. Supplier hereby represents and warrants to ScanSource that the Products and the manufacture, receipt, distribution, sale, offer for sale and/or use of the Products by ScanSource and ScanSource’s Customers and End Users do not infringe, whether indirectly (e.g., contributorily or by induced infringement) or directly, upon any copyright, trademark, trade dress, trade secret or patent or other proprietary or intellectual property right of any third party in the United States or in any country or jurisdiction worldwide. Supplier hereby represents and warrants to ScanSource that there are no suits or proceedings, pending or threatened (or for which any basis exists) alleging any such infringement. Supplier hereby represents and warrants to ScanSource that Supplier has no obligations to any third party that in any way limits or restricts ScanSource’s ability to receive, distribute, sale or offer for sale the Products.
Intellectual Property Representations and Warranties. Abaxis represents and warrants to Axxxxx as follows:
Intellectual Property Representations and Warranties. (a) Except as set forth in Schedule 4.14.2, the Company and its Subsidiaries own and have good and exclusive title to, or have exclusive and assignable licenses to use, each item of Intellectual Property listed in Schedule 4.14.1(a) free and clear of all liens, encumbrances and adverse claims of title (other than Permitted Liens), such Intellectual Property is valid and enforceable (to the extent constituting an asset that can be "enforced"), and the rights of the Company and its Subsidiaries therein will not be terminated, canceled or modified as a result of the transactions contemplated by this Agreement.
Intellectual Property Representations and Warranties. Each Grantor hereby represents and warrants, on the Completion Date, that:
Intellectual Property Representations and Warranties. The Provider represents and warrants to the Authority that:
Intellectual Property Representations and Warranties. ANGIOMED represents and warrants to ENDICOR as follows:
