Licensor Representations. LICENSOR represents and warrants, for the benefit of LICENSEE, that:
Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent & Technology License Agreement), (ii) Licensor has the right to grant the license and sublicense hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that Licensor has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that:
8.1.1. the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
8.1.2. this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound;
8.1.3. Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder;
8.1.4. the Licensed Patents have been properly filed and prosecuted as of the Effective Date;
8.1.5. Licensor is the sole owner of the Licensed Patents;
8.1.6. as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and
8.1.7. Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.
Licensor Representations. The Licensor represents and warrants to Alzheon that, as of the Effective Date:
8.1.1 it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation;
8.1.2 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actions;
8.1.3 this Agreement is a legal and valid obligation binding upon the Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which the Licensor is a party of or by which it is bound;
8.1.4 it has the power and authority to perform its obligations hereunder;
8.1.5 it has the full right, power and authority to grant all of the rights, title and interests in the licenses granted to Alzheon hereunder;
8.1.6 the Licensor is the sole owner of the Licensed Technology or Controls the Licensed Technology (i.e., has sufficient rights to grant to Alzheon the licenses and sublicenses contemplated by this Agreement); [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Licensor Representations. Licensor represents, warrants and covenants to Licensee as follows as of the Effective Date:
Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s Office of Technology Commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent License Agreement), (ii) Licensor has the right to grant licenses hereunder, (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement, (iv) Licensor’s execution and performance of this Agreement will not result in a breach of any other contract to which it is, or will become, a party, and (v) OTC has not received any written notification, alleging that the Patent Rights are invalid or unenforceable or that the exercise by Licensee of any rights granted hereunder will infringe on or constitute misappropriation of any patent or other proprietary right of any third party.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that:
8.3.1.1.1 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
8.3.1.1.2 this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound;
8.3.1.1.3 Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder;
Licensor Representations. Each Licensor represents and warrants to Hammock, as of the date hereof, as follows.
8.1.1. Such Licensor is a limited liability company, validly existing and in good standing under the laws of the country in which it is organized, with full power and authority to operate its properties and to carry on its business as presently conducted;
8.1.2. Such Licensor has full power and authority to execute, deliver and perform this Agreement;
8.1.3. Such Licensor has the full right and legal capacity to grant the rights granted to Hammock hereunder;
8.1.4. This Agreement constitutes the legally binding and valid obligation of such Licensor, enforceable in accordance with its terms;
8.1.5. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate limited liability company action;
8.1.6. The execution, delivery and performance by such Licensor of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, result in a breach of or constitute a default under any understanding, contract or agreement to which such Licensor is a party or by which it is bound (including the TriLogic-MilanaPharm Agreement);
8.1.7. There is no action, suit, proceeding or investigation pending or, to the knowledge of such Licensor, currently threatened in writing against or affecting such Licensor that questions the validity of this Agreement or the right of such Licensor to enter into this Agreement or consummate the transactions contemplated hereby;
8.1.8. Except for the patents and patent applications set forth on Appendix A, neither such Licensor nor any of its Affiliates Controls any Patent Rights that cover or relate to the Technology or Licensed Product, or that otherwise are necessary or beneficial for the production, use, research, development, manufacture or commercialization of Licensed Products in the Field;
8.1.9. Except for the TriLogic-MilanaPharm Agreement, such Licensor is not a party to any agreement that relates to the Licensed Patents, Licensed Know-How, or Hammock’s rights under this Agreement. Such Licensor has provided to Hammock a complete and accurate copy of the TriLogic-MilanaPharm Agreement, including all amendments, addendums, and exhibits. The TriLogic-MilanaPharm Agreement is legal, valid, binding, enforceable, and in full force and effect and such Licensor or its Affiliates has performed all obligations...
Licensor Representations. Licensor represents and warrants to Licensee that:
(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
(b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a Party or by which it is bound;
(c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder without violating the rights of any Third Party;
(d) Licensor is the owner and inventor of the Licensed Patent Rights and Licensed Technology. No other entity, nor any institutions with which Licensor is affiliated have any rights to the Licensed Patent Rights and Licensed Technology;
(e) Licensor is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing Licensed Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products; and
(f) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology.
