Common use of Licensor’s Representations Clause in Contracts

Licensor’s Representations. Licensor hereby represents, warrants and covenants to Schering that as of the Execution Date: (a) to the best of its knowledge, the Patent Rights and Licensor Know-How are subsisting and are not invalid or unenforceable, in whole or in part; (b) it has the full right, power and authority to grant all of the right, title and interest in the licenses granted to Schering under Article II hereof; (c) to the best of its knowledge, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know- How; (d) except as specifically set forth in Schedule 6.2(d), it is the sole and exclusive owner and/or licensee of the Patent Rights and Licensor Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of its knowledge no other person, corporation or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the Patent Rights or Licensor Know-How, whatsoever; (e) to the best of its knowledge, the Patent Rights and Licensor Know-How, and the development, manufacture, use, distribution, marketing, promotion and sale of Licensed Products do not interfere or infringe (as applicable) on any intellectual property rights owned or possessed by any third party; (f) there are no claims, judgments or settlements against or amounts with respect thereto owed by Licensor, and to the best of its knowledge no pending or threatened claims or litigation against Licensor relating to Licensed Compound, the Patent Rights and Licensor Know-How; (g) to the best of its knowledge, there are no circumstances that would adversely affect the commercial utility or the use of the Licensed Product; (h) it has provided to Schering a summary of all material adverse events known to it relating to the Licensed Compound; (i) there are no collaborative, licensing, material transfer, supply, distributorship or marketing agreements or arrangements or other similar agreements to which it or any of its Affiliates are a party relating to Licensed Compound, Licensed Product or Patent Rights which would materially limit the rights granted to Schering under this Agreement with respect to the Licensed Compound, Licensed Product or Patent Rights; (j) there are no trademark(s) chosen, owned or controlled by Licensor or its Affiliates specifically in connection with the Licensed Compound and/or the Licensed Product in the Territory; and (k) except as set forth in Schedule 6.2(k), it has not identified any compounds outside of the Compound Library which exhibit both (1) similar or better VCAM-1 inhibition than the Licensed Compound as determined using Licensor's currently available in vitro screens for VCAM-1 inhibitory activity (i.e., the human aortic endothelial cell based screen) and (2) histologically or morphologically demonstrated anti-atherosclerotic properties similar or better than Licensed Compound in the Licensor's animal models (i.e., the hypercholesterolemic rabbit).

Licensor’s Representations. Licensor hereby representsrepresents and warrants to Licensee, warrants and covenants to Schering that effective as of the Execution DateEffective Date (unless specifically stated otherwise herein), as follows: (a) to the best of its knowledge, the Patent Rights and 11.1.1. Licensor Know-How are subsisting and are not invalid or unenforceable, in whole or in part; (b) it has the full right, all requisite corporate power and authority to grant execute and deliver this Agreement and each other instrument and agreement to be executed and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such execution and delivery by Licensor has been duly and validly authorized and approved by all required action of Licensor. This Agreement and each such other instrument and agreement has been duly and validly executed and delivered by Licensor and constitutes the rightlegal, title valid and interest binding obligation of Licensor, enforceable against Licensor in the licenses granted to Schering under Article II hereof;accordance with its terms. (c) to the best 11.1.2. The execution and delivery by Licensor of this Agreement and performance by Licensor of its knowledgeobligations hereunder, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know- How; (d) except as specifically set forth in Schedule 6.2(d), it is the sole and exclusive owner and/or licensee of the Patent Rights and Licensor Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of its knowledge no other person, corporation or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the Patent Rights or Licensor Know-How, whatsoever; (e) to the best of its knowledge, the Patent Rights and Licensor Know-How, and the development, manufacture, use, distribution, marketing, promotion and sale of Licensed Products do not interfere and will not, with or infringe (as applicable) on any intellectual property rights owned or possessed by any third party; (f) there are no claims, judgments or settlements against or amounts with respect thereto owed by Licensor, and to without the best giving of its knowledge no pending or threatened claims or litigation against Licensor relating to Licensed Compound, the Patent Rights and Licensor Know-How; (g) to the best of its knowledge, there are no circumstances that would adversely affect the commercial utility notice or the use lapse of the Licensed Product; (h) it has provided to Schering a summary of all material adverse events known to it relating to the Licensed Compound; time or both (i) there are no collaborativeviolate, licensing, material transfer, supply, distributorship conflict with or marketing agreements result in a breach of or arrangements default by Licensor under any provision of its organizational documents or other similar agreements of any agreement or undertaking to which Licensor is a party or by which it or any of its Affiliates the Licensed Technology is bound, (ii) contravene with any law or judgment applicable to Licensor or any Licensed Technology. 11.1.3. Licensor has, and will have during the term of this Agreement, the right to license the Licensed Technology hereunder, in accordance with and subject to the terms hereof, subject only to additional approvals from the IIA to the extent required in connection with Licensor Improvements, as specified under Section ‎7.2 above. 11.1.4. No Person has to the knowledge of Licensor, raised any claims referred to Licensor alleging that the Licensed Technology has infringed upon any intellectual property rights of any other Person. At no time in the course of the conception of or reduction to practice of any of the Licensed Technology, was Licensor operating under any grants from any governmental entity or agency or private source, or subject to restrictions under the rules or regulations of any governmental institution, hospital or university or similar government-funded institution, or subject to any agreement, that could adversely affect or limit Licensor’s right to license such intellectual property to Licensee hereunder, except for the grants provided by the IIA. 11.1.5. There are a party relating to Licensed Compound, Licensed Product no patent infringement suits or Patent Rights which would materially limit the rights granted to Schering under this Agreement with respect asserted patent infringement claims against Licensor pertaining to the Licensed CompoundTechnology pending, Licensed Product or Patent Rights; (j) there are no trademark(s) chosento Licensor’s knowledge threatened in writing, owned or controlled by against Licensor or its Affiliates specifically in connection with on the Licensed Compound and/or the Licensed Product in the Territory; and (k) except as set forth in Schedule 6.2(k), it has not identified any compounds outside date of the Compound Library which exhibit both (1) similar or better VCAM-1 inhibition than the Licensed Compound as determined using Licensor's currently available in vitro screens for VCAM-1 inhibitory activity (i.e., the human aortic endothelial cell based screen) and (2) histologically or morphologically demonstrated anti-atherosclerotic properties similar or better than Licensed Compound in the Licensor's animal models (i.e., the hypercholesterolemic rabbit)this Agreement.

Licensor’s Representations. Licensor hereby representsrepresents and warrants to Licensee, warrants and covenants to Schering that effective as of the Execution DateEffective Date (unless specifically stated otherwise herein, and except that the following representations, to the extent related to the amendments made to the License Agreement by this Agreement shall be true and correct as of the date of this Agreement), as follows: (a) to the best of its knowledge, the Patent Rights and 11.1.1. Licensor Know-How are subsisting and are not invalid or unenforceable, in whole or in part; (b) it has the full right, all requisite corporate power and authority to grant execute and deliver this Agreement and each other instrument and agreement to be executed and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such execution and delivery by Licensor has been duly and validly authorized and approved by all required action of Licensor. This Agreement and each such other instrument and agreement has been duly and validly executed and delivered by Licensor and constitutes the rightlegal, title valid and interest binding obligation of Licensor, enforceable against Licensor in the licenses granted to Schering under Article II hereof;accordance with its terms. (c) to the best 11.1.2. The execution and delivery by Licensor of this Agreement and performance by Licensor of its knowledgeobligations hereunder, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know- How; (d) except as specifically set forth in Schedule 6.2(d), it is the sole and exclusive owner and/or licensee of the Patent Rights and Licensor Know-How, all of which are free and clear of any liens, charges and encumbrances, and to the best of its knowledge no other person, corporation or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the Patent Rights or Licensor Know-How, whatsoever; (e) to the best of its knowledge, the Patent Rights and Licensor Know-How, and the development, manufacture, use, distribution, marketing, promotion and sale of Licensed Products do not interfere and will not, with or infringe (as applicable) on any intellectual property rights owned or possessed by any third party; (f) there are no claims, judgments or settlements against or amounts with respect thereto owed by Licensor, and to without the best giving of its knowledge no pending or threatened claims or litigation against Licensor relating to Licensed Compound, the Patent Rights and Licensor Know-How; (g) to the best of its knowledge, there are no circumstances that would adversely affect the commercial utility notice or the use lapse of the Licensed Product; (h) it has provided to Schering a summary of all material adverse events known to it relating to the Licensed Compound; time or both (i) there are no collaborativeviolate, licensing, material transfer, supply, distributorship conflict with or marketing agreements result in a breach of or arrangements default by Licensor under any provision of its organizational documents or other similar agreements of any agreement or undertaking to which Licensor is a party or by which it or any of its Affiliates the Licensed Technology is bound, (ii) contravene with any law or judgment applicable to Licensor or any Licensed Technology. 11.1.3. Licensor has, and will have during the term of this Agreement, the right to license the Licensed Technology hereunder, in accordance with and subject to the terms hereof, subject only to additional approvals from the IIA to the extent required in connection with Licensor Improvements, as specified under Section ‎7.2 above. 11.1.4. No Person has to the knowledge of Licensor, raised any claims referred to Licensor alleging that the Licensed Technology has infringed upon any intellectual property rights of any other Person. At no time in the course of the conception of or reduction to practice of any of the Licensed Technology, was Licensor operating under any grants from any governmental entity or agency or private source, or subject to restrictions under the rules or regulations of any governmental institution, hospital or university or similar government-funded institution, or subject to any agreement, that could adversely affect or limit Licensor’s right to license such intellectual property to Licensee hereunder, except for the grants provided by the IIA. 11.1.5. There are a party relating to Licensed Compound, Licensed Product no patent infringement suits or Patent Rights which would materially limit the rights granted to Schering under this Agreement with respect asserted patent infringement claims against Licensor pertaining to the Licensed CompoundTechnology pending, Licensed Product or Patent Rights; (j) there are no trademark(s) chosento Licensor’s knowledge threatened in writing, owned or controlled by against Licensor or its Affiliates specifically in connection with on the Licensed Compound and/or the Licensed Product in the Territory; and (k) except as set forth in Schedule 6.2(k), it has not identified any compounds outside date of the Compound Library which exhibit both (1) similar or better VCAM-1 inhibition than the Licensed Compound as determined using Licensor's currently available in vitro screens for VCAM-1 inhibitory activity (i.e., the human aortic endothelial cell based screen) and (2) histologically or morphologically demonstrated anti-atherosclerotic properties similar or better than Licensed Compound in the Licensor's animal models (i.e., the hypercholesterolemic rabbit)this Agreement.

Licensor’s Representations. Licensor hereby represents, warrants and covenants to Schering that Licensee as follows as of the Execution Effective Date: (a) as of the Effective Date, the Patent Rights, Licensor Know-How and Licensed Trademarks are subsisting, and to the best of its Licensor’s knowledge, the Patent Rights and Licensor Know-How are subsisting and are have not been abandoned or been held invalid or unenforceable, in whole or in part, by a decision of a court or other governmental agency; (b) as of the Effective Date, it has has, and during the Term it shall maintain the full right, power and authority to grant all of the right, title and interest in the licenses license granted to Schering under Article II hereofSection 2.1 herein; (c) to as of the best of its knowledge, it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Compound, Licensed Product, the Patent Rights, or Licensor Know- How; (d) except as specifically set forth in Schedule 6.2(d)Effective Date, it is the sole and exclusive owner and/or licensee or co-owner of the Patent Rights as indicated on Exhibit A and the sole owner of the Licensor Know-HowHow and Licensed Trademarks, all of which are free and clear of any liens, charges and encumbrancesencumbrances in the Field (other than the rights of the co-owner of the Patent Rights that are identified as co-owned on Exhibit A hereto and any right or license under the Patent Rights and the Licensor Know-How granted outside the Field), and to the best of its knowledge Licensor’s actual knowledge, no other person, corporation corporate or other private entity, or governmental entity or subdivision thereof, except those entities set for on Exhibit A as co-owners of the Patent Rights, has or shall have any claim of ownership with respect to the Patent Rights or Rights, Licensor Know-HowHow and Licensed Trademarks, whatsoever;; and (ed) to the best of its Licensor’s actual knowledge, as of the Patent Rights and Licensor Know-HowExecution Date, and the developmentManufacture, manufacture, use, distribution, marketing, promotion and sale Development or Commercialization of Licensed Products do Compounds does not interfere or infringe (as applicable) on any intellectual property valid and enforceable patent rights owned or possessed by any third party; (fe) as of the Execution Date there are no claims, judgments or settlements against or amounts with respect thereto owed by Licensor, and to the best of its knowledge no Licensor or pending or threatened claims or litigation against Licensor Licensor, in either case relating to Licensed CompoundPatent Rights, the Patent Rights and Licensor Know-How; (g) to the best of its knowledge, there are no circumstances that would adversely affect the commercial utility or the use of the How and Licensed Product; (h) it has provided to Schering a summary of all material adverse events known to it relating to the Licensed Compound; (i) there are no collaborative, licensing, material transfer, supply, distributorship or marketing agreements or arrangements or other similar agreements to which it or any of its Affiliates are a party relating to Licensed Compound, Licensed Product or Patent Rights which would materially limit the rights granted to Schering under this Agreement with respect to the Licensed Compound, Licensed Product or Patent Rights; (j) there are no trademark(s) chosen, owned or controlled by Licensor or its Affiliates specifically in connection with the Licensed Compound and/or the Licensed Product in the TerritoryTrademarks; and (k) except as set forth in Schedule 6.2(k), it has not identified any compounds outside of the Compound Library which exhibit both (1) similar or better VCAM-1 inhibition than the Licensed Compound as determined using Licensor's currently available in vitro screens for VCAM-1 inhibitory activity (i.e., the human aortic endothelial cell based screen) and (2) histologically or morphologically demonstrated anti-atherosclerotic properties similar or better than Licensed Compound in the Licensor's animal models (i.e., the hypercholesterolemic rabbit).