Licensor’s Representations, Warranties and Covenants. Licensor represents, warrants and covenants that:
(a) Licensor is the sole and exclusive owner of the Distribution Rights and has the right to grant Licensee the license granted under the Agreement, without any conflict or breach of any other material agreement or understanding between Licensor and any other entity;
(b) it has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant the license hereunder;
(c) neither its grant of the license, nor its performance of any of its obligations, under this Agreement does or will at any time during the Term:
(i) conflict with or violate any applicable Law;
(ii) require the consent, approval or authorization of any governmental or regulatory authority or other third party; or
(iii) require the provision of any payment or other consideration to any third party.
(d) it has not granted and will not grant any licenses or other contingent or non-contingent right, title or interest under or relating to the Distribution Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Licensee’s rights or licenses hereunder;
(e) there neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Distribution Rights;
(f) no prior art or other information exists that would adversely affect the validity, enforceability, term or scope of any Distribution Rights;
(g) it has no knowledge after reasonable investigation of any settled, pending or threatened litigation or re-examination, post-grant or inter partes review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license):
(i) alleging the invalidity, misuse, unregistrability, unenforceability or noninfringement of any Distribution Rights;
(ii) challenging Licensor’s ownership of, or right to practice or license, any Distribution Rights, or alleging any adverse right, title or interest with respect thereto; or
(iii) alleging that the practice of any Distribution Rights or the making, using, offering to sell, sale or importation of any Distribution Rights in the Territory does or would infringe, misappropriate or otherwise violate any patent, trade secret or other intellectual property of any third party.
(h) it has no knowledge after reasonable investigation of any fact...
Licensor’s Representations, Warranties and Covenants. Licensor represents, warrants and covenants to Licensee that:
10.2.1 it has the right to grant the rights and licenses granted herein;
10.2.2 in the performance of this Agreement, or the exercise of any rights obtained hereunder, Licensor will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect;
10.2.3 to its knowledge, except as otherwise disclosed to Licensee, there are as at the Effective Date no claims asserted or threatened that any of the Licensor IP Rights or Licensor Technology infringe, misappropriate or violate any Third Party intellectual property rights; and
10.2.4 Licensor will notify Licensee in writing promptly if it receives or is notified of a claim from a Third Party that the use by Licensee of the Potelligent Technology infringes any intellectual or industrial property rights vested in such Third Party.
Licensor’s Representations, Warranties and Covenants. The Licensor warrants, represents and covenants to the Company as follows:
A. The Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with full right, power and legal capacity to enter into this Agreement. Licensor has no other business aside from owning this Patent. The execution of this Agreement by the Licensor, its delivery to the Company and the consummation of the transactions which are contemplated by this Agreement have been approved and authorized by the Board of Directors of Licensor and require no further authorization on the part of the Licensor for the performance and consummation by the Licensor of the transactions which are contemplated by this Agreement.
B. The performance of this Agreement shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Licensor or cause an acceleration under any arrangement, agreement or other instrument to which the Licensor is a party or by which any of his assets are bound. The Licensor has performed all of his obligations which are required to be performed by him pursuant to the terms of any such agreement, contract or commitment.
C. The Licensor is the sole and exclusive owner and Licensor of the Patent which has been approved by the United States Patent and Trademark Office with the applicable authorities.
Licensor’s Representations, Warranties and Covenants. Licensor represents, warrants and covenants to Licensee that (i) it has the right to grant the rights and licenses granted herein [***], (ii) [***] in the performance of this Agreement, or the exercise of any rights obtained hereunder, Licensor will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, [***].
Licensor’s Representations, Warranties and Covenants. Licensor represents and warrants to and covenants with Primagen that:
12.2.1 it owns all right, title and interest in and to the Technology Rights;
12.2.2 it has not previously granted and, prior to expiration or termination of this Agreement, will not grant any rights in the Technology Rights that conflict with or will be inconsistent with the rights and licenses granted to Primagen herein;
12.2.3 The execution, delivery and performance of this Agreement by Licensor will not conflict with or result in a breach of, or entitle any party thereto to terminate, any material agreement or instrument to which Licensor is a party, or by which any of its assets or properties is bound.
12.2.4 as of the Effective Date, it does not own or have rights to patents, patent applications, know how and materials that are useful for the research, development, making, using, importing, exporting or selling of the Products or Processes other than the patent applications listed in Schedule 2 and the Know How and Materials defined in this Agreement; EXCLUSIVE PATENT LICENSE PHARMASSET CONFIDENTIAL / EXECUTION COPY APRIL 24, 2003
12.2.5 it has neither received from nor delivered any written claim to a Third Party, nor has any actual knowledge that any Third Party intends to assert any claim asserting the invalidity, unenforceability or misuse of the Technology Rights;
12.2.6 it has provided or will provide (pursuant to Section 3.1) to Primagen all information and data in its possession and control regarding the safety and efficacy of the Technology Rights.
Licensor’s Representations, Warranties and Covenants. Licensor hereby makes to and for the benefit of Licensee the following representations, warranties and covenants:
Licensor’s Representations, Warranties and Covenants. Licensor represents, warrants, covenants, and agrees, as follows:
Licensor’s Representations, Warranties and Covenants. Licensor represents, warrants, and covenants to Licensee that:
i. Licensor is a validly existing business entity in good standing in the jurisdiction in which it was formed. Licensor has all necessary power and authority to perform its obligations and receive its benefits set forth in this Agreement (including, without limitation, to grant the License and other rights granted to Licensee in this Agreement). All necessary actions and approvals by Licensor’s equity holders and board of directors or analogous governing body to authorize Licensor to enter into and perform this Agreement have been taken and given. This Agreement, when executed and delivered by Licensor, will constitute a valid and legally binding obligation of Licensor, enforceable against Licensor in accordance with its terms except as limited by (a) applicable bankruptcy or other similar laws and (b) equitable principles. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate or require any consent under any agreement, contract, instrument, license, permit, other governmental authorization, judgment, order, writ or decree to which Licensor is a party or by which any of its assets are bound.
ii. Licensor at all times shall comply with, and perform its obligations under this Agreement in accordance with, Applicable Law.
iii. Licensor owns all right, title, and interest in and to the Licensed IP or has sufficient license rights in and to the Licensed IP to grant the License and other rights granted to Licensee in this Agreement.
iv. Licensor shall not grant any right to any person or entity that would conflict with or be inconsistent with any rights granted to the Licensee hereunder. In particular, Licensor shall (a) not itself promote, market, or sell any Licensed Products in the Territories and (b) not grant any third party any right or license to promote, market, or sell any Licensed Products in the Territories.
v. Licensor has not received any notice of (a) any claim that Licensor or any of the Licensed IP or Licensed Products violate, infringe, or misappropriate any patent, trademark, or other intellectual property or proprietary right of any third party or (b) any claim seeking to invalidate or otherwise challenge any of the Licensor’s rights in the Licensed IP or Licensed Products.
xx. Xx further detailed at Exhibit A, Licensor shall provide to Licensee a copy of Licensor’s standard operating procedures a...
Licensor’s Representations, Warranties and Covenants. In further consideration of Licensee's entering into this License Agreement, Licensor represents and covenants as follows:
(a) The Licensor has the corporate power to execute, deliver and perform its obligations under this License Agreement, and has taken all corporate action necessary to permit it to do so.
(b) Licensor shall not make use of the Trademarks on any of its products or in any other manner without the prior written consent of the Licensee.
(c) Licensor represents that, to the best of its knowledge, the Trademarks do not, as of the date hereof, infringe any contract, copyright, trademark or other property right of any third party in the areas and on the products with respect to which the Trademarks are actually being used by Licensor.
Licensor’s Representations, Warranties and Covenants
