Common use of Intellectual Property Representations Clause in Contracts

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 owns or licenses all right, title and interest in and to the SMI IP. A complete list of all patents and patent applications included in the SMI IP, with the status of registrations in all countries in the Territory, is included on Schedule 8.1.

Intellectual Property Representations. SMI hereby represents and warrants to, and covenants with, CryoLife as follows: 8.1.1 10.1.1 SMI, and only SMI, owns or holds valid and enforceable rights to exclusively Manufacturemanufacture, Distribute, use or license (to the extent a license is required) any and all Intellectual Property (such Intellectual Property rights collectively, the “SMI IP”) that is necessary (i) to Manufacture manufacture and Distribute the Products and the Modified Starch or to permit others to Manufacture manufacture or Distribute the Products or Modified StarchProducts, (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”)Agreement. 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 ProductsTerritory. 8.1.2 10.1.2 SMI owns or licenses all right, title and interest in and to the SMI IP. 8.1.3 10.1.3 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 10.1.4 No Person has asserted any Claim claim, suit, proceeding, action or demand (a “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 8.110.1, 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 owns or licenses all right, title and interest in and to the SMI IP. A complete list of all patents and patent applications included in the SMI IP, with the status of registrations in all countries in the Territory, is included on Schedule 8.1.

Intellectual Property Representations. SMI hereby represents and warrants to, and covenants with, CryoLife as follows: 8.1.1 10.1.1 SMI, and only SMI, owns or holds valid and enforceable rights to exclusively Manufacturemanufacture, Distribute, use or license (to the extent a license is required) any and all Intellectual Property (such Intellectual Property rights collectively, the “SMI IP”) that is necessary (i) to Manufacture manufacture and Distribute the Products and the Modified Starch or to permit others to Manufacture manufacture or Distribute the Products or Modified StarchProducts, (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”)Agreement. 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 ProductsTerritory. 8.1.2 10.1.2 SMI owns or licenses all right, title and interest in and to the SMI IP. 8.1.3 10.1.3 SMI has not granted any license, covenant not to xxx sxx 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 10.1.4 No Person has asserted any Claim claim, suit, proceeding, action or demand (a “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 8.110.1, SMI has no knowledge that any Person intends to assert such a Claim. 8.1.5 10.1.5 No Intellectual Property or contract rights of others will be infringed by (i) the development, Manufacturing manufacture, or Distribution of Modified Starch or the Manufacture Products by SMI 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 10.1.6 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 10.1.7 SMI owns or licenses all right, title and interest in and to the SMI IP. A complete list of all patents and patent applications included in the SMI IP, with the status of registrations in all countries in the Territory, is included on Schedule 8.110.1.

Intellectual Property Representations. SMI hereby represents and warrants to, and covenants with, CryoLife as follows: 8.1.1 10.1.1 SMI, and only SMI, owns or holds valid and enforceable rights to exclusively Manufacturemanufacture, Distribute, use or license (to the extent a license is required) any and all Intellectual Property (such Intellectual Property rights collectively, the “SMI IP”) that is necessary (i) to Manufacture manufacture and Distribute the Products and the Modified Starch or to permit others to Manufacture manufacture or Distribute the Products or Modified StarchProducts, (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”)Agreement. 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 ProductsTerritory. 8.1.2 10.1.2 SMI owns or licenses all right, title and interest in and to the SMI IP. 8.1.3 10.1.3 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 10.1.4 No Person has asserted any Claim claim, suit, proceeding, action or demand (a “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 8.110.1, SMI has no knowledge that any Person intends to assert such a Claim. 8.1.5 10.1.5 No Intellectual Property or contract rights of others will be infringed by (i) the development, Manufacturing manufacture, or Distribution of Modified Starch or the Manufacture Products by SMI 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 10.1.6 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 10.1.7 SMI owns or licenses all right, title and interest in and to the SMI IP. A complete list of all patents and patent applications included in the SMI IP, with the status of registrations in all countries in the Territory, is included on Schedule 8.110.1.