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Common use of Limited Warranty Clause in Contracts

Limited Warranty. 15.1 THE REGENTS warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall be construed as: (a) a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Patent Rights; (b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT); (d) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 3 contracts

Samples: License Agreement (Signal Pharmaceuticals Inc), License Agreement (Signal Pharmaceuticals Inc), License Agreement (Signal Pharmaceuticals Inc)

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Limited Warranty. 15.1 THE REGENTS 18.1. The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 This license 18.2. Except as expressly set forth in this Agreement, the licenses granted hereunder and the associated Invention and Patent Rights are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, ANY LICENSED PRODUCTS PRODUCT OR ANY LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT.RIGHTS. 30 ***_FivePrime 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.3. This Agreement shall be construed asdoes not: (a) 18.3.1. Express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights; (b) 18.3.2. Express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties; (c) an obligation 18.3.3. Obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement infringement, except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 18.3.4. Confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' the Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's the Patent Rights; 18.3.5. Obligate The Regents to furnish any New Developments, know-how, technology or information not provided in Patent Rights; or (e) an obligation 18.3.6. Obligate The Regents to furnish any know-how not provided update the technology in Regents' Patent Rights.

Appears in 3 contracts

Samples: Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc), Exclusive License Agreement (Five Prime Therapeutics Inc)

Limited Warranty. 15.1 THE REGENTS 13.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license, and that it has not granted any rights or licenses to Patent Rights, other than to the U.S. Government, in derogation of this Agreement. 15.2 13.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS EXPRESSED OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT PRODUCTS, OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, PATENT METHOD, OR LICENSED PATENT PRODUCTS. 15.4 13.4 Nothing in this Agreement shall will be construed as: (a) 13.4.1 a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 13.4.2 a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) 13.4.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16. (PATENT INFRINGEMENTPatent Infringement);; or (d) 13.4.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 13.4.5 an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 3 contracts

Samples: Exclusive License Agreement (Aries Ventures Inc), Exclusive License Agreement (Collateral Therapeutics Inc), Exclusive License Agreement (Collateral Therapeutics Inc)

Limited Warranty. 15.1 THE REGENTS 13.1 The Regents warrants to LICENSEE Licensee that it owns the Patent Rights that are the subject of this license and that it has the lawful right to grant this license. 15.2 13.2 The Regents agrees that it will inform Licensee in writing if The Regents, as represented by the actual knowledge of the Licensing Associate responsible for administration of this Agreement, receives notice or otherwise becomes aware of any claims, actions, suits or other proceedings directly involving the Patent Rights in the Fields that are the subject of this Agreement or The Regents' lawful right to grant the licenses contained in this Agreement. 13.3 This license and the associated Invention Invention, Patent Rights, Patent Method, and Patent Products are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT PRODUCTS, OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.4 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, PATENT RIGHTS, PATENT METHOD, OR LICENSED PATENT PRODUCTS. 15.4 13.5 Nothing in this Agreement shall will be construed as: (a) a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Patent Rights; (b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT); (d) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 3 contracts

Samples: Exclusive License Agreement (Biosante Pharmaceuticals Inc), Exclusive License Agreement (Biosante Pharmaceuticals Inc), Exclusive License Agreement (Ben Abraham Technologies Inc)

Limited Warranty. 15.1 THE REGENTS 18.1 The Regents warrants to LICENSEE IntraBiotics that it has the lawful right to grant this license. 15.2 18.2 This license License and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 18.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, OR, OR LICENSED PRODUCTSPRODUCTS OR THE USE OR THE PRACTICE OF LICENSED METHODS. 15.4 18.4 Nothing in this Agreement shall be construed as: (a) a warranty or representation by THE REGENTS The Regents as to the validity or scope of any Regents' Patent Rights or Joint Patent Rights;; or, [ * ] = 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. (b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or, (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 7 (PATENT INFRINGEMENTPatent Infringement);; or, (d) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights or Joint Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Regents' Patent Rights or Joint Patent Rights; or, (e) an obligation to furnish any know-how not provided in Regents' Patent Rights or Joint Patent Rights.

Appears in 3 contracts

Samples: License Agreement (Intrabiotics Pharmaceuticals Inc /De), License Agreement (Intrabiotics Pharmaceuticals Inc /De), License Agreement (Introbiotics Phamaceuticals Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents represents and warrants to LICENSEE Licensee that (a) it has the lawful right to grant this licenselicense and (b) as of the Effective Date, based upon the knowledge of the Director and Senior Licensing Officer of the Office of Technology Alliances of the University of California at Irvine after reasonable review and diligence, its entry into this Agreement does not violate any agreements or obligations The Regents may have to any other person or entity. 15.2 16.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT, LICENSED SERVICE OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, LICENSED PRODUCT, LICENSED SERVICE OR LICENSED PRODUCTSMETHOD. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Regents' Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Biotime Inc), Exclusive License Agreement (Asterias Biotherapeutics, Inc.)

Limited Warranty. 15.1 THE REGENTS 13.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license, and that it has not granted any rights or licenses to Patent Rights, other than to the U.S. Government, in derogation of this Agreement. 15.2 13.2 This license and the associated Invention Invention, Patent Rights, Patent Products, and Patent Methods are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS EXPRESSED OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT PRODUCTS, OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, PATENT METHOD, OR LICENSED PATENT PRODUCTS. 15.4 13.4 Nothing in this Agreement shall will be construed as: (a) 13.4.1 a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 13.4.2 a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) 13.4.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16. (PATENT INFRINGEMENTPatent Infringement);; or (d) 13.4.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 13.4.5 an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Collateral Therapeutics Inc), Exclusive License Agreement (Collateral Therapeutics Inc)

Limited Warranty. 15.1 THE REGENTS 18.1 To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 18.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, and Licensed Method are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.3 This Agreement shall be construed asdoes not: (a) 18.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 18.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 18.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 18.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 18.3.5 obligate The Regents to furnish any advancements, developments, or other improvements to Patent Rights which are not entitled to the priority dates of Patent Rights, or know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Erasca, Inc.), Exclusive License Agreement (Erasca, Inc.)

Limited Warranty. 15.1 THE REGENTS warrants The Regents, the U.S. government, and HHMI warrant to LICENSEE the Licensee that it has they have the lawful right to grant this license. 15.2 This license The Invention, Biological Material, Products, Patent Rights, Property Rights and the associated Invention Patent Methods are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES REGENTS, THE U.S. GOVERNMENT, AND HHMI MAKE NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, BIOLOGICAL MATERIAL, PRODUCTS, PATENT RIGHTS, PROPERTY RIGHTS OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY OTHER PATENT OR OTHER PROPRIETARY RIGHT. 15.3 IN NO EVENT MAY WILL THE REGENTS REGENTS, THE U.S. GOVERNMENT, OR HHMI BE LIABLE FOR ANY INCIDENTAL, SPECIAL SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, BIOLOGICAL MATERIAL, PRODUCTS, PATENT RIGHTS, PROPERTY RIGHTS OR LICENSED PRODUCTSPATENT METHOD. 15.4 Nothing in this Agreement shall will be construed as: (a) a A warranty or representation by THE REGENTS The Regents, the U.S. government, or HHMI as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 18. (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring by implication, estoppel estoppel, or otherwise otherwise, any license or rights under any patents of THE REGENTS The Regents, the U.S. government, and HHMI other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent RightsRights or Biological Materials.

Appears in 2 contracts

Samples: Exclusive License and Bailment Agreement (Senomyx Inc), Exclusive License and Bailment Agreement (Senomyx Inc)

Limited Warranty. 15.1 THE REGENTS warrants 13.1 The Regents warrant to LICENSEE the Licensee that it has they have the lawful right to grant this license. 15.2 . This license and the associated Invention Invention, Patent Rights, Patent Products, and Patent Methods are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES MAKE NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT RIGHTS, PATENT PRODUCTS, OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.2 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, PATENT RIGHTS, PATENT METHOD, OR LICENSED PATENT PRODUCTS. 15.4 13.3 Nothing in this Agreement shall will be construed as: (a) a A warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;. (b) a A warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;. (c) an An obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16 (PATENT INFRINGEMENTPatent Infringement);. (d) conferring Conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or. (e) an An obligation to furnish any know-how not provided in Regents' Patent RightsRights or Patent Products.

Appears in 2 contracts

Samples: Exclusive License Agreement (Ithaka Acquisition Corp), Exclusive License Agreement (Alsius Corp)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE COMBINATION PRODUCT AND LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR COMBINATION PRODUCT AND LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's ’s Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Merrimack Pharmaceuticals Inc), Exclusive License Agreement (Merrimack Pharmaceuticals Inc)

Limited Warranty. 15.1 THE REGENTS 17.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 17.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 17.3 IN NO EVENT MAY THE REGENTS WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 17.4 This Agreement shall be construed asdoes not: (a) 17.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights or Regents’ Technology Rights; (b) 17.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 17.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 20 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 17.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Regents’ Patent Rights; or (e) an obligation 17.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights or Regents’ Technology Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Salmedix Inc), Exclusive License Agreement (Salmedix Inc)

Limited Warranty. 15.1 THE REGENTS LLNS warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license Except as expressly set forth in this Agreement, the licenses and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by LLNS WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS LLNS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall is or will be construed as: (a) 15.3.1 a warranty or representation by THE REGENTS LLNS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (b) 15.3.2 a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) 15.3.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 13 (PATENT INFRINGEMENT);; or (d) 15.3.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents or other rights of THE REGENTS LLNS other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 15.3.5 an obligation to furnish any New Developments, know-how how, technology, or technological information not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Patent License Agreement (Raindance Technologies Inc), Patent License Agreement (Raindance Technologies Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 16.2 Except as expressly set forth in this Agreement, this license and the associated Invention are Invention, Patent Rights, Licensed Products, Licensed Services and Licensed Methods provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS OR PRODUCTS, LICENSED SERVICES, LICENSED METHODS OR ORIGINAL MATERIALS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 16.3 This Agreement shall be construed asdoes not: (a) 16.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 16.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 16.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 20 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 16.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 16.3.5 obligate The Regents to furnish any advancements, developments, or other improvements to Patent Rights which are not entitled to the priority dates of Patent Rights, or know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: License Agreement (Decibel Therapeutics, Inc.), License Agreement (Decibel Therapeutics, Inc.)

Limited Warranty. 15.1 THE REGENTS (a) Cornell warrants to LICENSEE that (i) it has the lawful right to grant the licenses under this Agreement; (ii) neither it, CTL nor CRF have granted or will grant any right, license, or interest in, to, or under the Patent Rights or Technology that is inconsistent with the rights, licenses, and interests granted under the terms and conditions set forth in this Agreement including but not limited to (x) granting any rights or licenses under Patent Rights that would enable the development, manufacturing, import or commercialization of any Licensed Product in the Field or (y) granting any exclusive rights or licenses under Technology that would enable the development, manufacturing, import or commercialization of any Licensed Product in the Field; (iii) prior to the Effective Date, to the best of its knowledge, without undue investigation, neither it nor CTL or CRF have received any written notice of any opposition or challenge against any Patent Rights in the Territory; and (iv) prior to the Effective Date, to the best of its knowledge, without undue investigation, neither it nor CTL or CRF have received any written notice from any third party or alleging that the use of the Patent Rights, Technology, IND 106,913, or the Licensed Method is infringing or is likely to infringe the rights of any third party. 15.2 This license and (b) Except as otherwise set forth herein, the associated Invention Licenses are provided WITHOUT “AS IS” and without WARRANTY OF MERCHANTABILITY OR or WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYor any other warranty, EXPRESS OR IMPLIEDexpress or implied. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTExcept as otherwise set forth herein, Cornell makes no representation or warranty that the Licensed Product, Licensed Method, or the use of Patent Rights, IND 106,913, or Technology will not infringe any other patent or other proprietary rights. 15.3 (c) IN NO EVENT MAY THE REGENTS SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS THE LICENSE GRANTED HEREIN OR THE USE OF THE INVENTION INVENTIONS, LICENSED PRODUCT, LICENSED METHOD, IND 106,913 OR LICENSED PRODUCTSTECHNOLOGY. NOTHING IN THIS PARAGRAPH 8.1(C) IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF LICENSEE UNDER SECTION 8.2 WITH RESPECT TO ANY DAMAGES OR SETTLEMENT PAYMENTS PAID TO A THIRD PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM. 15.4 Nothing (d) Except as otherwise set forth in Paragraph 8.1(a) or otherwise set forth in this Agreement, nothing in this Agreement shall be construed as: (ai) a warranty or representation by THE REGENTS Cornell or CRF as to the validity or scope of any Regents' Patent Rights; (bii) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will shall be free from infringement of patents of third parties; (ciii) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)Paragraph 5.2 hereof; (div) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS CRF or Cornell other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (ev) an obligation to furnish any knowKnow-how not provided How apart from Know-How related to the Patent Rights or otherwise included in Regents' the Technology; or (vi) an obligation to update Technology. (e) Licensee represents and warrants that: (i) as of the Effective Date, Recro Ireland Limited is an Affiliate of Licensee; and (ii) Licensee will provide prompt written notice to Cornell if any Affiliate of Licensee that has exercised rights under this Agreement ceases to be an Affiliate of Licensee, which written notice will describe the disposition of any Patent Rights, Technology, and Licensed Product that was in the possession or control of said former Affiliate.

Appears in 2 contracts

Samples: License Agreement (Baudax Bio, Inc.), License Agreement (Recro Pharma, Inc.)

Limited Warranty. 15.1 THE REGENTS 17.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 17.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 17.3 IN NO EVENT MAY SHALL EITHER PARTY BE LIABLE TO THE REGENTS OTHER PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS OR LICENSED METHODS OR ANY OTHER CLAIM ARISING UNDER THIS AGREEMENT, EXCEPT THAT LICENSEE SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCTS OR LICENSED METHODS OR ANY OTHER CLAIM ARISING UNDER THIS AGREEMENT WHEN LICENSEE MUST INDEMNIFY, HOLD HARMLESS, AND DEFEND THE REGENTS UNDER ARTICLE 21 (INDEMNIFICATION). 15.4 Nothing in this 17.4 This Agreement shall be construed asdoes not: (a) 17.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 17.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 17.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)20; (d) conferring 17.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's ’s Patent Rights; or (e) an obligation 17.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Renovis Inc), Exclusive License Agreement (Renovis Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 16.4 Nothing in this Agreement shall be construed asagreement: (a) 16.4.1 is a warranty or representation by THE REGENTS The Regents as to the validity or scope of any Regents' Patent Rights; (b) 16.4.2 is a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) 16.4.3 is an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)19; (d) conferring 16.4.4 confers by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) 16.4.5 is an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Atherogenics Inc), Exclusive License Agreement (Atherogenics Inc)

Limited Warranty. 15.1 THE REGENTS (a) UNIVERSITY warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license and the associated Invention are provided (b) THE LICENSE GRANTED HEREIN AND THE ASSOCIATED TECHNOLOGY AND INVENTION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT, LICENSED METHOD OR LICENSED METHODS THE USE OF PATENT RIGHTS OR TECHNOLOGY WILL NOT INFRINGE ANY OTHER PATENT OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 (c) IN NO EVENT MAY THE REGENTS SHALL UNIVERSITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS THE LICENSE GRANTED HEREIN OR THE USE OF THE INVENTION INVENTION, LICENSED PRODUCT, LICENSED METHOD OR LICENSED PRODUCTSTECHNOLOGY. 15.4 (d) Nothing in this Agreement shall be construed as: (a1) a warranty or representation by THE REGENTS UNIVERSITY as to the validity or scope of any Regents' Patent Rights; (b2) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will shall be free from infringement of patents of third parties; (c3) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)Paragraph 5.2 hereof; (d4) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS UNIVERSITY other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or; (e5) an obligation to furnish any know-how not provided in Regents' Patent RightsRights and Technology; or (6) an obligation to update Technology.

Appears in 2 contracts

Samples: License Agreement (Composite Solutions Inc), License Agreement (Composite Solutions Inc)

Limited Warranty. 15.1 THE REGENTS 13.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this licenselicense and that such grant does not conflict with any other grant of rights by The Regents. 15.2 This 13.2 Except as set forth in Paragraph 13.1 above, this license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS EXPRESSED OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTIONS, PATENT PRODUCTS, OR LICENSED METHODS PATENT METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, ; SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS, PATENT METHOD, OR LICENSED PATENT PRODUCTS. 15.4 13.4 Nothing in this Agreement shall will be construed as: (a) 13.4.1 a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 13.4.2 a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) 13.4.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16. (PATENT INFRINGEMENTPatent Infringement);; or (d) 13.4.4 conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 13.4.5 an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Megabios Corp), Exclusive License Agreement (Megabios Corp)

Limited Warranty. 15.1 THE REGENTS 19.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 19.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Methods and any Biological Materials are provided by The Regents and/or [**] WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS OR PRODUCTS, LICENSED METHODS OR BIOLOGICAL MATERIALS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 19.3 This Agreement shall be construed asdoes not: (a) 19.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights or Property Rights;; or (b) 19.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 19.3.3 obligate The Regents or [**] to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 23 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 19.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents or [**] other than Regents' Patent Rights as defined in this Agreementand Property Rights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 19.3.5 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of the Licensee, regardless of whether such patents are dominant or subordinate to Patent Rights or Property Rights; or 19.3.6 obligate The Regents or [**] to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights or Property Rights; or 19.3.7 obligate The Regents or [**] to update the technology in Property Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Merrimack Pharmaceuticals Inc), Exclusive License Agreement (Merrimack Pharmaceuticals Inc)

Limited Warranty. 15.1 THE REGENTS 13.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license, and that it has not granted any rights or licenses to Patent Rights, other than to the U.S. Government, in derogation of this Agreement. 15.2 13.2 This license and the associated Invention Invention, Patent Rights, Patent Products, and Patent Methods are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT PRODUCTS, OR LICENSED PATENT METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTION, PATENT PRODUCTS, OR LICENSED PRODUCTSPATENT METHODS. 15.4 13.4 Nothing in this Agreement shall will be construed as: (a) 13.4.1 a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 13.4.2 a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) 13.4.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16 (PATENT INFRINGEMENTPatent Infringement);; or (d) 13.4.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 13.4.5 an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Collateral Therapeutics Inc), Exclusive License Agreement (Collateral Therapeutics Inc)

Limited Warranty. 15.1 THE REGENTS 18.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license, and that The Regents (as of the Effective Date and to the extent of the actual knowledge without search of the licensing professional responsible for the administration of this Agreement) is not aware of any additional rights other than those herein granted that are owned by The Regents and that would be infringed by Licensee practicing and commercially exploiting the Patent Rights hereunder by making, using, and selling Licensed Products, Methods, or Services. 15.2 This 18.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.3 This Agreement shall be construed asdoes not: (a) 18.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 18.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or impotted or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 18.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 18.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 18.3.5 obligate The Regents to furnish any New Developments (except as provided for under Paragraph 2.4), know-how how, technology or information (except as provided for under Paragraph 2.2) not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

Limited Warranty. 15.1 THE REGENTS 14.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 14.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONS, LICENSED PRODUCTS PATENT RIGHTS, LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 14.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS, LICENSED SERVICE, LICENSED METHOD, OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 14.4 This Agreement shall be construed asdoes not: (a) 14.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Licensed Patent Rights; (b) 14.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 14.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 17 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 14.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Licensed Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Licensed Patent Rights; or (e) an obligation 14.4.5 obligate The Regents to furnish any know-how not provided in Regents' Licensed Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Peninsula Acquisition Corp)

Limited Warranty. 15.1 THE REGENTS warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license Except as expressly set forth in this Agreement, the licenses and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by THE REGENTS WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall is or will be construed as: (a) 15.3.1 a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 15.3.2 a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) 15.3.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 13 (PATENT INFRINGEMENT);; or (d) 15.3.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents or other rights of THE REGENTS other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 15.3.5 an obligation to furnish any New Developments, know-how how, technology, or technological information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Limited Exclusive Patent License Agreement (TomoTherapy Inc)

Limited Warranty. 15.1 THE REGENTS 18.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant the rights The Regents purports to grant to Licensee under this license. 15.2 18.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORT OF THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 18.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.4 This Agreement shall be construed asdoes not: (a) 18.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 18.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 18.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)21; (d) conferring 18.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Regents' Patent Rights; or (e) an obligation 18.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Dynavax Technologies Corp)

Limited Warranty. 15.1 THE REGENTS 14.1. Rutgers warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 14.2. This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS RUTGERS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 . IN NO EVENT MAY THE REGENTS WILL RUTGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING FROM EXERCISE OF THIS LICENSE BY OR THE ON BEHALF OF LICENSEE, ITS AFFILIATES OR SUBLICENSEES OR MANUFACTURE, SALE, OR USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCTS OR RUTGERS INTELLECTUAL PROPERTY LICENSED HEREUNDER. 15.4 14.3. Nothing in this Agreement shall be construed as: (a) 14.3.1. a warranty or representation by THE REGENTS Rutgers as to the validity or scope of any Regents' Rutgers Patent Rights;; or (b) 14.3.2. a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents or other intellectual property rights of third parties;; or (c) 14.3.3. an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);17; or (d) 14.3.4. conferring by implication, estoppel or otherwise any license or rights under any patents or other intellectual property of THE REGENTS Rutgers other than Regents' Rutgers Patent Rights as defined in this Agreementand Rutgers Technology, regardless of whether those such patents are dominant or subordinate to Regent's Rutgers Patent Rights; or (e) 14.3.5. an obligation to furnish any know-how not provided in Regents' Patent RightsRutgers intellectual property licensed hereunder.

Appears in 1 contract

Samples: Exclusive License Agreement (MultiCell Technologies, Inc.)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant the license granted to Licensee pursuant to Article 3, and the power to enter into and perform under this licenseAgreement. 15.2 This 16.2 The license granted to Licensee hereunder and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTRIGHT OF A THIRD PARTY. 15.3 16.3 IN NO EVENT MAY THE REGENTS EITHER PARTY OR CALTECH BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE GRANT OR EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS OR LICENSED PRODUCTS. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)19; (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's ’s Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (RxSight, Inc.)

Limited Warranty. 15.1 THE REGENTS 18.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license, and that The Regents (as of the Effective Date and to the extent of the actual knowledge without search of the licensing professional responsible for the administration of this Agreement) is not aware of any additional rights other than those herein granted that are owned by The Regents and that would be infringed by Licensee practicing and commercially exploiting the Patent Rights hereunder by making, using, and selling Licensed Products, Methods, or Services. 15.2 This 18.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.3 This Agreement shall be construed asdoes not: (a) 18.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 18.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 18.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 18.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 18.3.5 obligate The Regents to furnish any New Developments, know-how how, technology or information (except as provided for under Paragraph 2.2) not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Aclarion, Inc.)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Regents’ Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Onsource Corp)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents, as represented by the actual knowledge of the undersigned on behalf of the Regents as of the Effective Date, warrants to LICENSEE the Licensee that that it owns all right, title, and interest in and to the Regents’ Patent Rights, and that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTRIGHT OF A THIRD PARTY. 15.3 16.3 IN NO EVENT MAY THE REGENTS WELL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)19; (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's ’s Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (NeurogesX Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights, or Regents' Technology Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Dynavax Technologies Corp)

Limited Warranty. 15.1 THE REGENTS TomoTherapy warrants to LICENSEE XXXX that it has the lawful right to grant the sublicense granted to XXXX under this licenseAgreement. 15.2 This license Except as expressly set forth in this Agreement, the licenses and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by TomoTherapy WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS TOMOTHERAPY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall is or will be construed as: (a) 15.3.1 a warranty or representation by THE REGENTS TomoTherapy as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 15.3.2 a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) 15.3.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 13 (PATENT INFRINGEMENT);; or (d) 15.3.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents or other rights of THE REGENTS TomoTherapy other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 15.3.5 an obligation to furnish any New Developments, know-how how, technology, or technological information not provided in Regents' Patent Rights. 15.4 LIMITATION OF LIABILITY — TOMOTHERAPY, LLNL, LLNS OR DOE WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY XXXX, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF TOMOTHERAPY, LLNL, LLNS OR DOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Appears in 1 contract

Samples: Limited Exclusive Sublicense and Cross License Agreement (Accuray Inc)

Limited Warranty. 15.1 THE REGENTS To the extent of the actual knowledge of the UCSB Office of Technology & Industry Alliances as of the Effective Date, The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONS, LICENSED PRODUCTS PATENT RIGHTS, LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS, LICENSED SERVICE, LICENSED METHOD, OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this This Agreement shall be construed asdoes not: (a) 15.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Licensed Patent Rights; (b) 15.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 15.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 15.4.4 confer by implication, estoppel or otherwise any license or rights under any patents or patent applications of THE REGENTS The Regents other than Regents' Licensed Patent Rights as defined in this Agreement, regardless of whether those patents or patent applications are dominant or subordinate to Regent's Licensed Patent Rights; or (e) an obligation 15.4.5 obligate The Regents to furnish any know-how not provided in Regents' Licensed Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Ceres Ventures, Inc.)

Limited Warranty. 15.1 THE REGENTS 12.1 The Regents represents and warrants to LICENSEE Licensee that it is the owner of U.S. Patent No, 5,773,416 and has the lawful right to grant this licenselicense to Licensee under this Agreement. 15.2 This 12.2 Except as expressly set forth in this Agreement, this license and the associated Invention Patent Rights are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PATENT RIGHTS OR LICENSED METHODS PRODUCTS, WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 12.3 This Agreement shall be construed asdoes not: (a) 12.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 12.3.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 12.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);infringement; or (d) conferring 12.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 12.3.5 obligate The Regents to furnish any patents, know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: License Agreement (Aegerion Pharmaceuticals, Inc.)

Limited Warranty. 15.1 THE REGENTS 20.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 20.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 20.3 This Agreement shall be construed asdoes not: (a) 20.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 20.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 20.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 24 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 20.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 20.3.5 obligate The Regents to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Shrink Nanotechnologies, Inc.)

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Limited Warranty. 15.1 THE REGENTS 17.1 The Regents represents and warrants to LICENSEE that it the Licensee as of the Effective Date that: 17.1.1 It has the lawful right to grant the rights and licenses under this licenseAgreement. 15.2 This 17.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, and Licensed Products are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, OR LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing 17.3 Except as otherwise expressly set forth in this Agreement, this Agreement shall be construed asdoes not: (a) express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights or Technology Rights;; or (b) express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation obligate The Regents to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights or Technology Rights; or (f) obligate The Regents to update the technology in Patent Rights.. 258457997 v1 16

Appears in 1 contract

Samples: Exclusive License Agreement (ChromaDex Corp.)

Limited Warranty. 15.1 THE REGENTS 13.1. ASU represents and warrants to LICENSEE OPTIONEE that it has the lawful corporate power and legal right to grant execute and deliver this licenseAgreement and the LICENSE AGREEMENT, if one is negotiated, and to perform its obligations. The execution and delivery of this Agreement by ASU does not violate any (i) provision of law or regulation applicable to ASU, or (ii) other agreement or arrangement, whether written or oral, to which ASU is a party or by which it or its properties are bound. ASU has not received any notice alleging that any of the patents included in ASU's PATENT RIGHTS infringe on the patents or other proprietary technology of a third party. To the best of ASU's knowledge, the ASU's PATENT RIGHTS do not infringe on the patents or other proprietary technology of a third party, nor does ASU know of any basis for such a claim of infringement. 15.2 13.2. This license Agreement and the associated Invention TECHNOLOGY are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYwithout warranty, EXPRESS OR IMPLIEDmerchantability, or fitness for a particular purpose or any other warranty, express or implied. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE Subject to Section 13.1, ASU makes no representation or warranty that the LICENSED PRODUCTS OR or LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTwill not infringe any patent or other proprietary right. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL13.3. In no event will ASU be liable for any incidental, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR special or consequential damages in connection with the use of the TECHNOLOGY or LICENSED PRODUCTSPRODUCTS except to the extent such damages are the result of ASU's willful misconduct or gross negligence. 15.4 13.4. Nothing in this Agreement shall be construed as: (a) 13.4.1. Subject to Section 13.1, a warranty or representation by THE REGENTS ASU as to the validity or scope of any Regents' Patent Rights;ASU's PATENT RIGHTS; or (b) 13.4.2. Subject to Section 13.1, a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement of ASU's PATENT RIGHTS is or will be free from infringement of patents of third parties;; or (c) an 13.4.3. An obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided infringement, provided, however, that if ASU fails or declines to bring or prosecute any such action or suit, OPTIONEE has the right to undertake such action or suit in Article 18 (PATENT INFRINGEMENT);its own name; or (d) conferring 13.4.4. Conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS ASU other than Regents' Patent Rights as defined ASU's PATENT RIGHTS set forth in this AgreementSection 1.1, regardless of whether those such patents are dominant or subordinate to RegentASU's Patent Rights; or (e) an 13.4.5. An obligation to furnish any know-how not provided included in Regents' Patent RightsASU's PATENT RIGHTS.

Appears in 1 contract

Samples: Technology Development Agreement (Oxigene Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)19; (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Urogen Corp)

Limited Warranty. 15.1 THE REGENTS 18.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 18.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, Licensed Methods and any Biological Materials are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS OR PRODUCTS, LICENSED SERVICES, LICENSED METHODS OR BIOLOGICAL MATERIALS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 18.3 This Agreement shall be construed asdoes not: (a) 18.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 18.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 18.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 22 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 18.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 18.3.5 obligate The Regents to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (OncoCyte Corp)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents, as represented by the actual knowledge of the undersigned on behalf of the Regents as of the Effective Date, warrants to LICENSEE the Licensee that that it owns all right, title, and interest in and to the Regents’ Patent Rights, and that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTRIGHT OF A THIRD PARTY. 15.3 16.3 IN NO EVENT MAY THE REGENTS WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any of Regents' Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)19; (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's ’s Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (NeurogesX Inc)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any Regents' of Patent Rights; (b) 16.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Macropore Inc)

Limited Warranty. 15.1 THE REGENTS (a) UNIVERSITY warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license and the associated Invention are provided (b) THE LICENSE GRANTED HEREIN AND THE ASSOCIATED TECHNOLOGY AND INVENTION ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT, LICENSED METHOD OR LICENSED METHODS THE USE OF PATENT RIGHTS OR TECHNOLOGY WILL NOT INFRINGE ANY OTHER PATENT OR OTHER PROPRIETARY RIGHTRIGHTS EXCEPT AS NOTED WITHIN THIS AGREEMENT. 15.3 (c) IN NO EVENT MAY THE REGENTS SHALL UNIVERSITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RESULTING FROM EXERCISE OF THIS THE LICENSE GRANTED HEREIN OR THE USE OF THE INVENTION INVENTION, LICENSED PRODUCT, LICENSED METHOD OR LICENSED PRODUCTSTECHNOLOGY. 15.4 (d) Nothing in this Agreement shall be construed as: (a1) a warranty or representation by THE REGENTS UNIVERSITY as to the validity or scope of any Regents' Patent Rights;; * CONFIDENTIAL TREATMENT REQUESTED (b2) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will shall be free from infringement of patents of third parties; (c3) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT)Paragraph 5.2 hereof; (d4) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS UNIVERSITY other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or; (e5) an obligation to furnish any know-how not provided in Regents' Patent RightsRights and Technology; or (6) an obligation to update Technology.

Appears in 1 contract

Samples: Settlement Agreement (Repligen Corp)

Limited Warranty. 15.1 THE REGENTS 16.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 16.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 16.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this 16.4 This Agreement shall be construed asdoes not: (a) 16.4.1 Express or imply a warranty or representation by THE REGENTS as to the validity or scope of any Regents' of Patent Rights; (b) 16.4.2 Express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 16.4.3 Obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 19 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 16.4.4 Confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or, (e) an obligation 16.4.5 Obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Cytori Therapeutics, Inc.)

Limited Warranty. 15.1 THE REGENTS 13.1. The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 This license and the associated Invention are provided WITHOUT 13.2. THE REGENTS MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, WARRANTY EXPRESS OR IMPLIEDIMPLIED WITH RESPECT TO THE LICENSES GRANTED UNDER THIS AGREEMENT AND THE ASSOCIATED INVENTION, PATENT PRODUCTS, PATENT METHOD, AND PATENT RIGHTS. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS INVENTION, PATENT PRODUCTS, PATENT METHOD, AND PATENT RIGHTS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 13.3. IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED INVENTION, PATENT PRODUCTS, PATENT METHOD AND PATENT RIGHTS. 15.4 13.4. Nothing in this Agreement shall will be construed as: (a) 13.4.1. a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 13.4.2. a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c) 13.4.3. an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 16. (PATENT INFRINGEMENTPatent Infringement); (d) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Urosurge Inc)

Limited Warranty. 15.1 THE REGENTS 20.1 TRD warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 20.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by TRD WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES TRDMAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 20.3 This Agreement shall be construed asdoes not: (a) 20.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 20.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 20.3.3 obligate TRD to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 24 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 20.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS TRD other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 20.3.5 obligate TRD to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (MyDx, Inc.)

Limited Warranty. 15.1 THE REGENTS (a) UNIVERSITY warrants to LICENSEE that it has the lawful right to grant this license. 15.2 This license and the associated Invention are provided (b) THE LICENSE GRANTED HEREIN AND THE ASSOCIATED TECHNOLOGY AND INVENTION ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCT, LICENSED METHOD OR LICENSED METHODS THE USE OF PATENT RIGHTS OR TECHNOLOGY WILL NOT INFRINGE ANY OTHER PATENT OR OTHER PROPRIETARY RIGHTRIGHTS EXCEPT AS NOTED WITHIN THIS AGREEMENT. 15.3 (c) IN NO EVENT MAY THE REGENTS SHALL UNIVERSITY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RESULTING FROM EXERCISE OF THIS THE LICENSE GRANTED HEREIN OR THE USE OF THE INVENTION INVENTION, LICENSED PRODUCT, LICENSED METHOD OR LICENSED PRODUCTSTECHNOLOGY. 15.4 (d) Nothing in this Agreement shall be construed as: (a1) a warranty or representation by THE REGENTS UNIVERSITY as to the validity or scope of any Regents' Patent Rights; (b2) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will shall be free from infringement of patents of third parties; (c3) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);Paragraph 5.2 hereof; * CONFIDENTIAL TREATMENT REQUESTED (d4) conferring by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS UNIVERSITY other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or; (e5) an obligation to furnish any know-how not provided in Regents' Patent RightsRights and Technology of; (6) an obligation to update Technology.

Appears in 1 contract

Samples: Settlement Agreement (Repligen Corp)

Limited Warranty. 15.1 THE REGENTS 12.1. Rutgers warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 12.2. This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS RUTGERS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 12.3. IN NO EVENT MAY THE REGENTS WILL RUTGERS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, RESULTING FROM EXERCISE OF THIS LICENSE BY OR THE ON BEHALF OF LICENSEE, ITS AFFILIATES OR SUBLICENSEES OR MANUFACTURE, SALE, OR USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCTS OR RUTGERS INTELLECTUAL PROPERTY LICENSED HEREUNDER. 15.4 12.4. Nothing in this Agreement shall be construed as: (a) a warranty or representation by THE REGENTS Rutgers as to the validity or scope of any Regents' Rutgers Patent Rights;; or (b) a warranty or representation that anything made, used, sold or otherwise othenlvise disposed of under any license granted in this Agreement is or will be free from infringement of patents or other intellectual property rights of third parties;; or (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);17; or (d) conferring by implication, estoppel or otherwise any license or rights under any patents or other intellectual property of THE REGENTS Rutgers other than Regents' Rutgers Patent Rights as defined in this Agreementand Rutgers Technology, regardless of whether those such patents are dominant or subordinate to Regent's Rutgers Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent RightsRutgers intellectual property licensed hereunder.

Appears in 1 contract

Samples: Exclusive License Agreement

Limited Warranty. 15.1 THE REGENTS 9.1. The Regents warrants to LICENSEE that it has the lawful right to grant this licenseLicense to Licensee. 15.2 9.2. This license License and the associated Invention Work are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES MAKE NO REPRESENTATION OR WARRANTY THAT THE ANY LICENSED PRODUCTS OR LICENSED METHODS PRODUCT WILL NOT INFRINGE ANY PATENT OR COPYRIGHT OR OTHER PROPRIETARY RIGHT. 15.3 9.3. IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTSPRODUCTS OR THE USE OR THE PRACTICE OF LICENSED METHODS. 15.4 9.4. Nothing in this Agreement shall will be construed as: (a) a 9.4.1. A warranty or representation by THE REGENTS The Regents as to the validity or scope of any Regents' Patent Copyright Rights;. (b) a 9.4.2. A warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents copyrights of third parties;. (c) an obligation 9.4.3. Obligating The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);copyright infringement. (d) conferring 9.4.4. Conferring by implication, estoppel or otherwise any license or rights under any patents rights of THE REGENTS The Regents other than Regents' Patent Copyright Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; orherein. (e) an obligation 9.4.5. Obligating The Regents to furnish any know-how not provided in Regents' Patent ’ Copyright Rights.

Appears in 1 contract

Samples: License Agreement

Limited Warranty. 15.1 THE REGENTS 19.1 To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to LICENSEE the Licensee that (a) it is the joint owner of the Patent Rights with Leidos, which is the National Cancer Institute’s Operations and Technical Support (OTS) contractor to the Xxxxxxxxx National Laboratory for Cancer Research (FNLCR), a Federally Funded Research and Development Center (FFRDC) and a Federal Laboratory; (b) The Regents is the party having the sole and exclusive right to grant any commercial rights under the Patent Rights on behalf of both The Regents and Leidos; (c) neither The Regents nor Leidos has granted any option or license, or otherwise transferred or encumbered any Patent Rights, prior to the Effective Date with the exception of the statutorily required government license; and (d) The Regents has the lawful right to grant this license. The Regents agree that, during the Term, it will first notify Licensee in writing and discuss with Licensee in good faith any proposed modification or termination of the IIA before any such modification or termination becomes effective. 15.2 This 19.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS REGENTS- MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 19.3 This Agreement shall be construed asdoes not: (a) 19.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 19.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 19.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 23 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 19.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 19.3.5 obligate The Regents to furnish any advancements, developments, or other improvements to Patent Rights which are not entitled to the priority dates of Patent Rights, or know-how how, technology or information not provided in Regents' Patent Rights.; or

Appears in 1 contract

Samples: Exclusive License Agreement (BridgeBio Pharma LLC)

Limited Warranty. 15.1 THE REGENTS To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to LICENSEE the Licensee: that it has the full power and authority to enter into this Agreement, and has the lawful right to grant this license. 15.2 This Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Products, and any Original Materials are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS INVENTION, PRODUCTS, OR LICENSED METHODS ORIGINAL MATERIALS NE Comm Lic UCSF Surrozen SF16-193 Page 13 of SECTIONPAGES \* MERGEFORMAT 24 WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this This Agreement shall be construed asdoes not: (a) 15.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Technology Rights;; or (b) 15.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT); (d) conferring 15.3.3 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementTechnology Rights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Technology Rights; or (e) an obligation 15.3.4 obligate The Regents to furnish any advancements, developments, or other improvements to Technology Rights, or know-how how, technology or information not provided in Regents' Patent Technology Rights; or 15.3.5 obligate The Regents to update the technology in Technology Rights.

Appears in 1 contract

Samples: Non Exclusive License Agreement (Surrozen, Inc./De)

Limited Warranty. 15.1 THE REGENTS 17.1 To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 17.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 17.3 This Agreement shall be construed asdoes not: (a) 17.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights or Technology Rights;; or (b) 17.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 17.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 21 (PATENT INFRINGEMENTPatent Infringement); (d) conferring ; or 17.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Accurexa Inc.)

Limited Warranty. 15.1 THE REGENTS 19.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 This 19.2 Except as expressly set forth in this Agreement, this license and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this 19.3 This Agreement shall be construed asdoes not: (a) 19.3.1 express or imply a warranty or representation by THE REGENTS as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 19.3.2 express or imply a warranty or representation that anything made, used, sold Sold, offered for Sale or imported or otherwise disposed of exploited under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) an obligation 19.3.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 23 (PATENT INFRINGEMENTPatent Infringement);; or (d) conferring 19.3.4 confer by implication, estoppel or otherwise any license or rights under any patents or other rights of THE REGENTS The Regents other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 19.3.5 obligate The Regents to furnish any New Developments, know-how how, technology or information not provided in Regents' Patent Rights. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Appears in 1 contract

Samples: Exclusive License Agreement (Principia Biopharma Inc.)

Limited Warranty. 15.1 THE REGENTS 11.1 The Regents warrants to LICENSEE Optionee that it has the lawful right to grant this licenseoption. 15.2 11.2 This license Agreement and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS PROVIDED HEREUNDER WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 11.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE AGREEMENT OR THE MANUFACTURE, OR USE OF THE INVENTION INVENTION, LICENSED PRODUCTS, OR LICENSED PRODUCTSMETHODS. 15.4 11.4 Nothing in this Agreement shall be construed asAgreement: (a) 11.4.1 is a warranty or representation by THE REGENTS The Regents as to the validity validity, enforceability, or scope of any Regents' Patent Rights; (b) 11.4.2 is a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement from The Regents is or will be free from infringement of patents of third parties; (c) 11.4.3 is an obligation to bring or prosecute actions or suits suit against third parties for patent infringement except as infringement; 11.4.4 is an obligation to furnish any information or know-how not provided in Article 18 (PATENT INFRINGEMENT);Regents' Patent Rights; or (d) conferring 11.4.5 confers by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Option Agreement (Collateral Therapeutics Inc)

Limited Warranty. 15.1 THE REGENTS 14.1 The Regents warrants to LICENSEE the Licensee that it has the lawful right to grant this license. 15.2 14.2 This license and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 14.3 IN NO EVENT MAY WILL THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 14.4 Nothing in this Agreement shall be construed as: (a14.4.1) a warranty or representation by THE REGENTS The Regents as to the validity or scope of any Regents' Patent Rights;; or (b14.4.2) a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;; or (c14.4.3) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENT);17; or (d14.4.4) conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreementherein, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e14.4.5) an obligation to furnish any know-how not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Cygnus Inc /De/)

Limited Warranty. 15.1 THE REGENTS 22.1 The Regents warrants to LICENSEE Licensee that it has the lawful right to enter into this Agreement and grant this licensethe license rights granted hereunder. 15.2 This license 22.2 Except for the warranties expressly provided in Section 22.1, the rights granted to Licensee under this Agreement and the associated Invention Inventions are provided WITHOUT ANY OTHER WARRANTY OF MERCHANTABILITY ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND THE REGENTS HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIEDUSAGE OF TRADE. THE REGENTS MAKES NO AND COLUMBIA DO NOT MAKE, AND HEREBY EXPRESSLY DISCLAIM, ANY REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS PRODUCTS, LICENSED SERVICES OR LICENSED METHODS WILL OR THE MANUFACTURE, USE, SALE OR IMPORT OF ANY OF THE FOREGOING DO NOT INFRINGE OR VIOLATE ANY PATENT OR ANY OTHER PROPRIETARY RIGHTRIGHT OR THAT ANY PATENTS WITHIN THE PATENT RIGHTS ARE VALID OR THAT ANY PATENTS WILL ISSUE UPON ANY PATENT APPLICATIONS WITHIN THE PATENT RIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL22.3 Without limiting the generality of the foregoing, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall be construed asdoes not: (a) a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Patent Rights; (b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 22.3.1 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 Section 26 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 22.3.2 confer by implication, estoppel or otherwise any license or rights under any patents of THE REGENTS The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regent's Patent Rights; or (e) an obligation 22.3.3 obligate The Regents to furnish any know-how not provided in Regents' Patent Rightsor other information except as expressly set forth herein.

Appears in 1 contract

Samples: License Agreement (Renovis Inc)

Limited Warranty. 15.1 THE REGENTS The Regents warrants to LICENSEE Licensee that it has the lawful right to grant this license. 15.2 This license and the associated Invention Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONS, LICENSED PRODUCTS PATENT RIGHTS, LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHODS METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION INVENTIONS, LICENSED SERVICE, LICENSED METHOD, OR LICENSED PRODUCTSPRODUCT. 15.4 Nothing in this This Agreement shall be construed asdoes not: (a) 15.4.1 express or imply a warranty or representation by THE REGENTS as to the validity or scope of any Regents' Licensed Patent Rights; (b) 15.4.2 express or imply a warranty or representation that anything made, used, sold sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; (c) an obligation 15.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 (PATENT INFRINGEMENTPatent Infringement); (d) conferring 15.4.4 confer by implication, estoppel or otherwise any license or rights under any patents or patent applications of THE REGENTS The Regents other than Regents' Licensed Patent Rights as defined in this Agreement, regardless of whether those patents or patent applications are dominant or subordinate to Regent's Licensed Patent Rights; or (e) an obligation 15.4.5 obligate The Regents to furnish any know-how not provided in Regents' Licensed Patent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (CytomX Therapeutics, Inc.)

Limited Warranty. 15.1 THE REGENTS TomoTherapy warrants to LICENSEE that it has the lawful right to grant this licensesublicense. 15.2 This license Except as expressly set forth in this Agreement, the licenses and the associated Invention Invention, Patent Rights, Licensed Products, Licensed Services, and Licensed Methods are provided by TomoTherapy WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYWARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE REGENTS TOMOTHERAPY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS PRODUCTS, OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTRIGHTS. 15.3 IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION OR LICENSED PRODUCTS. 15.4 Nothing in this Agreement shall is or will be construed as: (a) 15.3.1 a warranty or representation by THE REGENTS TomoTherapy as to the validity validity, enforceability, or scope of any Regents' Patent Rights;; or (b) 15.3.2 a warranty or representation that anything made, used, sold sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents patents, copyrights, or other rights of third parties;; or (c) 15.3.3 an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 18 13 (PATENT INFRINGEMENT);; or (d) 15.3.4 conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents or other rights of THE REGENTS TomoTherapy other than Regents' Patent Rights as defined in this AgreementRights, regardless of whether those such patents are dominant or subordinate to Regent's Patent Rights; or (e) 15.3.5 an obligation to furnish any New Developments, know-how how, technology, or technological information not provided in Regents' Patent Rights.

Appears in 1 contract

Samples: Limited Exclusive Sublicense Agreement (TomoTherapy Inc)

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