Common use of Licensor Representations Clause in Contracts

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) To the best of Licensor’s knowledge, Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner of the Licensed Patent Rights and Licensed Technology; (e) Without conducting an independent investigation, Licensor is not aware of any Third Party patent, patent application or other intellectual property rights 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 Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products; (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology;

Licensor Representations. Licensor represents and warrants to Licensee as of the Effective Date 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 PartyParty as of the Effective Date; (d) To the best of Licensor’s knowledge, Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner or exclusive licensee of the Licensed Patent Rights and Licensed Technology; (e) Without conducting an independent investigation, Licensor is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) it is infringing as it is commercializing its product portfolio as of the Effective Date; and Certain confidential information contained in this Exhibit, marked by practicing any process or method or by makingbrackets and asterisks, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products;were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology;Patent Rights in Schedule A as of the Effective Date.

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 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) To Licensor is the best owner and inventor of Licensor’s knowledge, the Licensed Patent Rights have been properly filed and prosecuted and Licensed Technology. No other entity, nor any institutions with which Licensor is the sole owner of affiliated have any rights to the Licensed Patent Rights and Licensed Technology; (e) Without conducting an independent investigation, Licensor is not aware of any Third Party patent, patent application or other intellectual property rights 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 Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products;; and (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology;.

Licensor Representations. Licensor represents represents, warrants and warrants covenants 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 Partyhereunder; (d) To the best of Licensor’s knowledge, Licensed Patent Rights Patents have been properly filed and prosecuted as of the Effective Date; (e) Licensor and Licensor its Affiliates is the sole owner of the entire right, title and interest in and to the Licensed Patent Rights Patents and no other party has any right, title or interest in and to the Licensed TechnologyPatents; (ef) Without conducting an independent investigationas of the Effective Date, Licensor has not licensed to any Third Party any rights under the Licensed Patents; (g) Licensor is not aware of any Third Party patent, patent application or other intellectual property rights 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 TechnologyPatents, or (ii) by making, using, offering for sale, selling or importing Licensed Products;; and (fh) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Technology;Patents as of the Effective Date.

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 actionactions; (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) To the best of Licensor’s knowledge, Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner of the Licensed Patent Rights and Licensed Technology; (e) Without conducting an independent investigation, Licensor is not aware of any Third Party patent, patent application or other intellectual property rights 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 Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products; (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology;

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 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) To the best of Licensor’s knowledge, Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner and inventor of the Licensed Patent Rights and Licensed Technology. No other entity, nor any institutions with which Falini and Mecucci are affiliated have any rights to the Licensed Patent Rights and Licensed Technology; (e) Without conducting an independent investigation, Licensor is not aware of any Third Party patent, patent application or other intellectual property rights 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 Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products;; and (f) Except as set forth on Schedule 7.1(f) hereto, Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology;.