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Common use of Licensee Representations and Warranties Clause in Contracts

Licensee Representations and Warranties. LICENSEE represents and warrants to FHCRC that all corporate action of LICENSEE required to authorize and perform this Agreement and the transactions contemplated hereby has been taken; that this Agreement has been duly executed and delivered by LICENSEE and is a legal, valid and binding obligation of LICENSEE; that the execution, delivery and performance of this Agreement will not, with OR without the giving of notice or the lapse of time or both violate any judgment, order, writ, or decree of any court applicable to LICENSEE or result in the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold FHCRC harmless in the event of any legal action of any nature occasioned by such violation.

Appears in 3 contracts

Samples: Exclusive License Agreement (Rosetta Inpharmatics Inc), Exclusive License Agreement (Rosetta Inpharmatics Inc), Exclusive License Agreement (Rosetta Inpharmatics Inc)

Licensee Representations and Warranties. LICENSEE Except as disclosed in Exhibit F, Licensee hereby represents and warrants to FHCRC Clearwire that: (I) Except for proceedings or complaints affecting EBS licensees generally, there are no proceedings or complaints existing, or to Licensee's knowledge, threatened, before any local, state or federal regulatory body, as of the Effective Date, that could reasonably be expected to have a material adverse effect on (A) the Licenses; (B) Licensee's ability to perform its obligations under this Agreement; or (C) on the solvency or financial condition of Licensee. (A) It has the full right and authority to enter into, execute, deliver, and perform its obligations under this Agreement; (B) it has taken all requisite corporate action of LICENSEE required to authorize and perform this Agreement and the transactions contemplated hereby has been taken; that this Agreement has been duly executed and delivered by LICENSEE and is a legal, valid and binding obligation of LICENSEE; that approve the execution, delivery and performance of this Agreement; (C) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency or other laws of general application affecting creditors' rights generally and except as limited by laws relating to availability of specific performance, injunctive relief or other equitable remedies); and (D) its execution of and performance under this Agreement will not, with OR without the giving of notice or the lapse of time or both not violate any judgmentapplicable Laws or any of its existing contractual obligations. (III) It knows of no fact or circumstance that would disqualify it from performing its undertakings hereunder (subject to obtaining FCC consent to the FCC Long Term Lease Application and any other required consents and approvals). (A) The Licenses are in full force and effect, order(B) Licensee's operations and activities pursuant to the Licenses are being conducted in material compliance with all FCC Rules, writand (C) except as set forth in this Agreement, no Person other than Licensee has any right, title or interest in or claims to the Licenses. (V) There are no proceedings, judgments, investigations, or decree of any court applicable litigation existing or, to LICENSEE or result in the breach of or conflict with or constitute Licensee's knowledge, threatened against Licensee that would reasonably be expected to have a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument material adverse effect on Licensee's ability to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of perform its obligations under this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE on Licensee's solvency or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold FHCRC harmless in the event of any legal action of any nature occasioned by such violationfinancial condition.

Appears in 2 contracts

Samples: Long Term De Facto Transfer Lease Agreement (Clearwire Corp), Long Term De Facto Transfer Lease Agreement (Clearwire Corp)

Licensee Representations and Warranties. LICENSEE Licensee represents and warrants that: (i) Licensee has the right, power and authority to FHCRC enter into this Agreement; (ii) the name “Garena Online Private Limited” and related logo, and use thereof as permitted by Licensee under this Agreement, do not and will infringe any Intellectual Property Rights or other proprietary rights of any third party and that all corporate action as of LICENSEE required the Effective Date, there are no lawsuits or proceedings pending in any forum or any claims asserting concerning any aspect of the same; (iii) the Work Product as developed, manufactured, performed or otherwise provided by Licensee and any other materials of any kind provided by Licensee or any third party hereunder do not and will not violate or infringe any Intellectual Property Rights or other proprietary rights of any third party; (iv) Licensee shall comply with applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its business with its customers and with respect to authorize the Localized Game; (v) the Physical Products, Game Cards, Game Currency, Localized Games, Hardware or other related software will not contain any known viruses, bugs, or other harmful code; (vi) the media on which the Physical Product, Game Cards, and Localized Games and other items related to the Game that are furnished to its customers by Licensee will be free from defects in materials and workmanship; (vii) Licensee’s performance of this Agreement does not conflict with any other agreement to which Licensee is bound and, while performing this Agreement, Licensee will not enter into any other agreement which would impair the ability of Licensee to perform this Agreement; (viii) Licensee’s performance of this Agreement shall be in a professional manner and shall be of a high grade, nature, and quality; (ix) Licensee has obtained and will maintain throughout the transactions contemplated hereby has been takenduration of this Agreement, the requisite Approvals, consents, permissions, licenses or permits as the case may be from the relevant government or statutory authorities for the performance of its obligations herein; that and (x) this Agreement has been duly authorized, executed and delivered by LICENSEE Licensee and is constitutes a legalvalid, valid binding and binding obligation enforceable agreement of LICENSEE; that the execution, delivery and performance of this Agreement will not, with OR without the giving of notice or the lapse of time or both violate any judgment, order, writ, or decree of any court applicable to LICENSEE or result in the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold FHCRC harmless in the event of any legal action of any nature occasioned by such violationLicensee.

Appears in 1 contract

Samples: Software License and Distribution Agreement (Sea LTD)

Licensee Representations and Warranties. LICENSEE Licensee represents and warrants to FHCRC that all corporate action Licensor that: Licensee is validly organized and existing in good standing in the State of LICENSEE required [_____] and has the power and authority to authorize and perform enter into this Agreement and to issue the transactions Licensor Equity as contemplated hereby has been takenhereby; that this Agreement has been duly executed and delivered by LICENSEE and is a legal, valid and binding obligation of LICENSEELicensee, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity; issuance of the Licensor Equity satisfies all of the requirements of Article 9 of the License; upon issuance pursuant to this Agreement, the Licensor Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable; and issuance of the Licensor Equity does not and will not violate (i) the articles, charter, bylaws or operating agreement, as applicable, of Licensee (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”) which have not been duly waived, (iii) any agreement by which Licensee, its owners, property or assets are bound, or (iv) any applicable federal or state securities law, rule or regulation. The stock transfer made hereto is made pursuant to and subject to Article 9 of the License. Licensor acknowledges that: The Licensor Equity may not be registered under the Securities Act; Licensor is taking the Licensor Equity for its own account and not with a view towards resale or redistribution thereof; provided, however, that Licensor may assign its rights to the Licensor Equity to a designee that is affiliated with Licensor prior to Licensor’s receipt of the Licensor Equity, provided such assignee acknowledges the provisions of this Article 3.2; Licensor has had an opportunity to review and discuss Licensee’s business plan [REFERENCES TO OTHER INFORMATION, IF ANY, REVIEWED BY LICENSOR AT THE TIME OF ISSUANCE OF THE LICENSOR EQUITY, TO BE INSERTED PRIOR TO EXECUTION OF THIS EQUITY TRANSFER AGREEMENT]. Licensor has had all questions which have been asked answered by Licensee’s management to its satisfaction. Licensor has not been offered the Licensor Equity by any form of advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; Licensor understands that the executionLicensor Equity has not been, delivery and performance of this Agreement will notnot be, with OR without the giving of notice or the lapse of time or both violate any judgment, order, writ, or decree of any court applicable to LICENSEE or result in the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing registered under the laws Securities Act, by reason of a specific exemption from the registration provisions of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under this Agreement Securities Act which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulationsdepends upon, among other things, prohibit the bona fide nature of the investment intent and the accuracy of Licensor’s representations as expressed herein. Licensor understands that the Licensor Equity are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Licensor must hold the Licensor Equity indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or require a license an exemption from such registration and qualification requirements is available. Licensor acknowledges that Licensee has no obligation to register or qualify the Licensor Equity for resale. Licensor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the export Licensor Equity, and on requirements relating to Licensee which are outside of certain types Licensor’s control, and which Licensee is under no obligation and may not be able to satisfy; and except as provided in item (b) of technical data this Article 3.2, the Licensor Equity may not be sold or transferred unless (i) registered under the Securities Act and registered or qualified under applicable state securities laws, or (ii) pursuant to certain specified countriesan applicable exemption from such registration or qualification requirements and Licensee receives an opinion of counsel reasonably acceptable to Licensee to the effect that no such registration or qualification is required. LICENSEE hereby agrees Accordingly, until the Licensor Equity has been registered under the Securities Act or Licensee receives an opinion of counsel to Licensee to the foregoing effect or to the effect that the Licensor Equity can be freely transferred under Rule 144 promulgated under the Securities Act, the certificate or other instrument evidencing the Licensor Equity will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE ISSUER SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE ISSUER (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER). Except for the sale of Licensor Equity in a public exchange, e.g. NASDAQ, any transfer of the Licensor Equity by Licensor must be made subject to Licensee’s right of first refusal pursuant to the following steps: Licensor shall give written notice (the “Sale Notice”) to Licensee of its intention to transfer the Licensor Equity. The Sale Notice shall (i) identify the proposed transferee and gives written assurance that it will comply with all United States laws the number of shares of the Licensor Equity to be transferred to such transferee, (ii) the price per share, and regulations controlling (iii) the export terms of commodities and technical data, that it payment. A Sale Notice will be solely responsible for considered as Confidential Information. Licensee will have the option to purchase at the price and on the same terms and conditions specified in the Sale Notice all or none of the Licensor Equity referred to in the Sale Notice. Within thirty (30) days after delivery of the Sale Notice to Licensee, Licensee must give written notice to Licensor regarding its intent to purchase the offered shares of the Licensor Equity. If Licensee does not give such written notice within such thirty (30) day period, then Licensee will be deemed to have elected not to purchase all of the Licensor Equity referred to in the Sale Notice. If Licensee elects to purchase all of the Licensor Equity set forth in the Sale Notice, Licensee will purchase such Licensor Equity at the price and on the same terms and conditions specified in the Sale Notice. If Licensee does not elect to purchase all of the Licensor Equity set forth in the Sale Notice, then such Licensor Equity or Equity may be transferred to the transferee identified in the Sale Notice on the terms and conditions specified in the Sale Notice. Such transfer of Licensor Equity shall not be made after the ninetieth (90th) day following the day on which the Sale Notice was given, nor shall any violation change in the terms and conditions of such by LICENSEE or its AFFILIATES or sublicenseestransfer be permitted without Licensor first giving to Licensee a new Sale Notice in compliance with the requirements of Article 3.3. Notwithstanding the foregoing, * Material has been omitted pursuant the right of first refusal set forth in this Article 3.3 shall not apply to a request for confidential treatmentany transfer of Licensor Equity to an assignee that is affiliated with the Licensor. Any transferred Licensor Equity shall remain “Licensor Equity” hereunder, and such material has been filed separately with pledgee, transferee or donee shall be subject to the SEC. terms and that it will defend and hold FHCRC harmless in the event conditions of any legal action of any nature occasioned by such violationthis Agreement.

Appears in 1 contract

Samples: License Agreement

Licensee Representations and Warranties. LICENSEE represents Licensee represents, warrants and warrants covenants to FHCRC that all Fennec that: 3.1.1 it has the corporate action of LICENSEE required power and authority to authorize and perform enter into this Agreement and to consummate the transactions contemplated hereby has been taken; that hereby; 3.1.2 neither the execution and delivery of this Agreement has been duly executed and delivered by LICENSEE and it, nor its performance hereunder, conflicts with or will result in any violation or breach of, or constitutes (with or without due notice or lapse of time or both) a default under any of the terms or conditions of any note, indenture, license, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound; or to its best knowledge, violates any Applicable Law; 3.1.3 this Agreement is a legal, valid and binding obligation agreement of LICENSEELicensee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; that and 3.1.4 it has not been debarred, is not subject to debarment, and will not use, in any capacity in connection with the executionobligations to be performed under this Agreement, delivery any person who to its knowledge has been debarred pursuant to Section 306 of the United States Food, Drug and performance of this Agreement will notCosmetic Act or similar Applicable Law in the Territory; 3.1.5 there is no suit, with OR without the giving of notice investigation, action or the lapse of time or both violate proceeding pending or, to its knowledge, threatened against Licensee before any judgmentcourt, order, writgovernmental agency, or decree of arbitration panel which may in any court applicable to LICENSEE or result in way materially adversely affect the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under hereunder or transaction contemplated by this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations Agreement; 3.1.6 as of the United States as well as those Effective Date, neither it nor any of all applicable foreign governmental bodiesits Affiliates, agencies and subdivisionseither alone or together with any Third Party, having, asserting is developing or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countriescommercializing a Competing Product; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject 3.1.7 it will not make nor will it promise to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations make any payment in violation of the United States Department of Commerce. These laws and regulations, among other things, prohibit U. S. Foreign Corrupt Practices Act or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold FHCRC harmless similar Applicable Law in the event of any legal action of any nature occasioned by such violationTerritory.

Appears in 1 contract

Samples: License and Supply Agreement (Fennec Pharmaceuticals Inc.)

Licensee Representations and Warranties. LICENSEE Licensee represents and warrants that: (i) Licensee has the right, power and authority to FHCRC enter into this Agreement; (ii) the name “Infocomm Asia Holdings Pte Ltd.” (or other name mutually approved by the parties) and related logo, and use thereof as permitted by Licensee under this Agreement, do not and will infringe any Intellectual Property Rights or other proprietary rights of any third party and that all corporate action as of LICENSEE required the Effective Date, there are no lawsuits or proceedings pending in any forum or any claims asserting concerning any aspect of the same; (iii) the Game Cards, Online Virtual Game Cards, Marketing Materials, Instructional Guides, Promotional Merchandise, Promotional Events, Localized Game, and Localized Server Software as developed, manufactured, performed or otherwise provided by Licensee and any other materials of any kind provided by Licensee or any third party hereunder do not and will not violate or infringe any Intellectual Property Rights or other proprietary rights of any third party; (iv) Licensee shall comply with applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its business with its customers and with respect to authorize the Localized Game in the Territory; (v) the Game Cards, Online Virtual Game Cards, Localized Games, Localized Server Software, Hardware or other related software will not contain any known viruses, bugs, or other harmful code; (vi) the media on which the Game Cards and Localized Games and other items related to the Game that are furnished to its customers by Licensee will be free from defects in materials and workmanship; (vii) Licensee’s performance of this Agreement does not conflict with any other agreement to which Licensee is bound and, while performing this Agreement, Licensee will not enter into any other agreement which would impair the ability of Licensee to perform this Agreement; (viii) Licensee’s performance of this Agreement shall be in a Rev. 12/7/2006 CONFIDENTIAL professional manner and shall be of a high grade, nature, and quality; (ix) it has obtained and will maintain throughout the transactions contemplated hereby has been takenduration of this Agreement, the requisite approvals, consents, permissions, licenses or permits as the case may be from the relevant government or statutory authorities for the performance of its obligations herein; that and (x) this Agreement has been duly authorized, executed and delivered by LICENSEE Licensee and is constitutes a legalvalid, valid binding and binding obligation enforceable agreement of LICENSEE; that the execution, delivery and performance of this Agreement will not, with OR without the giving of notice or the lapse of time or both violate any judgment, order, writ, or decree of any court applicable to LICENSEE or result in the breach of or conflict with or constitute a default under any corporate charter, bylaw, commitment, contract or other agreement or instrument to which LICENSEE is a party; that LICENSEE is duly organized and validly existing under the laws of the State of Delaware and that it has obtained and will at all times during the Term hold and comply with all licenses, permits and authorizations necessary to LICENSEE's complete and timely performance of its obligations under this Agreement which are required under any applicable statutes, laws, ordinances, rules and regulations of the United States as well as those of all applicable foreign governmental bodies, agencies and subdivisions, having, asserting or claiming jurisdiction over LICENSEE or LICENSEE's performance of the terms of this Agreement. In particular, LICENSEE: (a) will be responsible for obtaining all necessary United States Food and Drug Administration approvals and all approvals required by similar governmental bodies or agencies of all applicable foreign countries; and (b) understands and acknowledges that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities and technical data, including all Export Administration Regulations of the United States Department of Commerce. These laws and regulations, among other things, prohibit or require a license for the export of certain types of technical data to certain specified countries. LICENSEE hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and technical data, that it will be solely responsible for any violation of such by LICENSEE or its AFFILIATES or sublicensees, * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. and that it will defend and hold FHCRC harmless in the event of any legal action of any nature occasioned by such violationLicensee.

Appears in 1 contract

Samples: License and Distribution Agreement (Gigamedia LTD)